Sec Form 3 Filing - CHARDAN CAPITAL MARKETS LLC @ ANEW Medical, Inc. - 2024-06-21

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CHARDAN CAPITAL MARKETS LLC
2. Issuer Name and Ticker or Trading Symbol
ANEW Medical, Inc. [ WENA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE PENNSYLVANIA PLAZA, SUITE 4800
3. Date of Earliest Transaction (MM/DD/YY)
06/21/2024
(Street)
NEW YORK, NY10119
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 1,626,500 ( 1 ) ( 2 ) D ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $ 11.5 06/21/2024 06/21/2029 Common Stock 115,000 ( 4 ) D
Unit Purchase Options (Option to Buy) $ 11.5 06/21/2024 03/30/2027 Common Stock, Warrant and Right 724,500 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHARDAN CAPITAL MARKETS LLC
ONE PENNSYLVANIA PLAZA, SUITE 4800
NEW YORK, NY10119
X
Chardan Securities LLC
ONE PENNSYLVANIA PLAZA, SUITE 4800
NEW YORK, NY10119
X
GROSSMAN JONAS
1 EAST PUTMAN AVENUE, 4TH FLOOR
GREENWICH, CT06830
X
Urbach Steven
ONE PENNSYLVANIA PLAZA, SUITE 4800
NEW YORK, NY10119
X
PROPPER KERRY
ONE PENNSYLVANIA PLAZA, SUITE 4800
NEW YORK, NY10119
X
Signatures
Chardan Capital Markets LLC, By: /s/ Steven Urbach, Manager 07/01/2024
Signature of Reporting Person Date
Chardan Securities LLC, By: /s/ Steven Urbach, Manager 07/01/2024
Signature of Reporting Person Date
/s/ Jonas Grossman 07/01/2024
Signature of Reporting Person Date
/s/ Steven Urbach 07/01/2024
Signature of Reporting Person Date
/s/ Kerry Propper 07/01/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents (i) 1,500,000 shares of the Issuer's common stock (the "Common Stock") assigned to Chardan Capital Markets LLC ("CCM") by Dr. Joseph Sinkule, the Issuer's Chief Executive Officer, as partial payment of an investment banking fee due to CCM in connection with the Issuer's initial business combination, which was consummated on June 21, 2024, (ii) 115,000 shares of Common Stock issued to CCM upon conversion of the Private Units and (iii) 11,500 shares of Common Stock issued to CCM upon conversion of the rights included in the Private Units. The Issuer issued 115,000 private units (the "Private Units") to CCM in a private placement that closed concurrently with the Issuer's initial public offering on April 4, 2022 (including exercise of the underwriter's over-allotment option).
( 2 )Each Private Unit consists of one share of Common Stock, one redeemable warrant to purchase one share of Common Stock at an exercise price of $11.50 per share and one right entitling the holder to receive one-tenth (1/10) of a share of Common Stock upon consummation of the Issuer's initial business combination.
( 3 )This Form 3 is being filed by CCM. Chardan Securities LLC ("Chardan Securities") is the sole Class A Member and 99% owner of CCM and as such has voting and investment discretion with respect to the Common Stock held of record by CCM and may be deemed to have beneficial ownership of the Common Stock held directly by CCM. Each of Jonas Grossman, Steven Urbach and Kerry Propper is a member of Chardan Securities, and as such has voting and investment discretion with respect to the Common Stock held of record by CCM and may be deemed to have beneficial ownership of the Common Stock held directly by CCM. Each of Mr. Grossman, Mr. Urbach and Mr. Propper disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 4 )Represents 115,000 shares of Common Stock issuable upon exercise of the warrant included in the Private Units. Each warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price $11.50 per share. Each warrant became exercisable upon the completion of the Issuer's initial business combination, and will expire on the five year anniversary of the closing date of the Issuer's initial business combination or earlier upon redemption or liquidation.
( 5 )Represents (i) 345,000 shares of Common Stock included in the unit issuable upon exercise of the unit purchase option, (ii) 345,000 shares of Common Stock issuable upon exercise of the warrant included in the unit issuable upon exercise of the unit purchase option and (iii) 34,500 shares of Common Stock underlying the right included in the unit issuable upon the exercise of the unit purchase option. The units issuable upon exercise of the unit purchase option are identical to the Private Units. The Issuer sold to CCM, for $100, an option to purchase up to 345,000 units (the "Unit Purchase Option") exercisable at $11.50 per unit concurrently with the closing of the Issuer's initial public offering on April 4, 2022 (including exercise of the underwriter's over-allotment option).

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