UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (2) | (2) | Common Stock | 503,606 (1) (2) | $ (1) (2) | I | By Bios Fund I, LP (1) (2) (8) (9) (10) |
Series A Warrants | 03/17/2017 | 03/17/2022 | Common Stock (2) | 60,431 (1) (2) | $ 3.13 (1) (2) | I | By Bios Fund I, LP (1) (2) (8) (9) (10) |
Series A Preferred Stock | (3) | (3) | Common Stock | 294,557 (1) (3) | $ (1) (3) | I | By Bios Fund I QP, LP (1) (3) (8) (9) (10) |
Series A Warrants | 03/17/2017 | 03/17/2022 | Common Stock (3) | 35,346 (1) (3) | $ 3.13 (1) (3) | I | By Bios Fund I QP, LP (1) (3) (8) (9) (10) |
Series A Preferred Stock | (4) | (4) | Common Stock | 139,989 (1) (4) | $ (1) (4) | I | By Bios Fund II, LP (1) (4) (8) (9) (10) |
Series A Warrants | 03/07/2019 | 03/07/2024 | Common Stock (4) | 16,799 (1) (4) | $ 3.13 (1) (4) | I | By Bios Fund II, LP (1) (4) (8) (9) (10) |
Series A Preferred Stock | (5) | (5) | Common Stock | 457,282 (1) (5) | $ (1) (5) | I | By Bios Fund II QP, LP (1) (5) (8) (9) (10) |
Series A Warrants | 03/07/2019 | 03/07/2024 | Common Stock (5) | 54,872 (1) (5) | $ 3.13 (1) (5) | I | By Bios Fund II QP, LP (1) (5) (8) (9) (10) |
Series A Preferred Stock | (6) | (6) | Common Stock | 61,214 (1) (6) | $ (1) (6) | I | By Bios Fund II NT, LP (1) (6) (8) (9) (10) |
Series A Warrants | 03/07/2019 | 03/07/2024 | Common Stock (6) | 7,346 (1) (6) | $ 3.13 (1) (6) | I | By Bios Fund II NT, LP (1) (6) (8) (9) (10) |
Stock Options | 12/17/2018 | 12/16/2028 | Common Stock | 32,538 (1) (7) | $ 1.03 (1) | I | By BP Directors, LP (1) (7) (8) (9) (10) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kreis Leslie W. C/O LANTERN PHARMA INC. 1920 MCKINNEY AVENUE, 7TH FLOOR DALLAS, TX 75201 |
X | X | ||
Cavu Management, LP 1751 RIVER RUN, SUITE 400 FORT WORTH, TX 76107 |
X | |||
Cavu Advisors, LLC 1751 RIVER RUN, SUITE 400 FORT WORTH, TX 76107 |
X | |||
BP Directors, LP 1751 RIVER RUN, SUITE 400 FORT WORTH, TX 76107 |
X |
/s/ Leslie W. Kreis, Jr. | 06/10/2020 | |
**Signature of Reporting Person | Date | |
Cavu Management, LP, By: Cavu Advisors, LLC, its general partner, By: /s/ Leslie W. Kreis, Jr, Manager | 06/10/2020 | |
**Signature of Reporting Person | Date | |
Cavu Advisors, LLC, By: /s/ Leslie W. Kreis, Jr, Manager | 06/10/2020 | |
**Signature of Reporting Person | Date | |
BP Directors, LP, By: Bios Equity Partners, LP, its general partner, By: Cavu Management, LP, its general partner, By: Cavu Advisors, LLC, its general partner, By: /s/ Leslie W. Kreis, Jr, Manager | 06/10/2020 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | In connection with the Issuer's initial public offering ("IPO"), the Issuer intends to effect a 1.74-for-1 stock split on its outstanding common stock, which will become effective immediately prior to the closing of the Issuer's IPO ("Stock Split"). The share amounts and the price reflect the anticipated Stock Split. |
(2) | Bios Fund I, LP ("Bios Fund I") is a direct beneficial owner of: (i) 289,429 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert into 503,606 shares of common stock immediately prior to the closing of the Issuer's IPO, and (ii) warrants to purchase up to 34,731 shares of the Issuer's Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 60,431 shares of common stock at $3.13 per share. |
(3) | Bios Fund I QP, LP ("Bios Fund I QP") is a direct beneficial owner of: (i) 169,286 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert into 294,557 shares of common stock immediately prior to the closing of the Issuer's IPO, and (ii) warrants to purchase up to 20,314 shares of the Issuer's Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 35,346 shares of common stock at $3.13 per share. |
(4) | Bios Fund II, LP ("Bios Fund II") is a direct beneficial owner of: (i) 64,734 shares of common stock, (ii) 80,454 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert into 139,989 shares of common stock immediately prior to the closing of the Issuer's IPO, and (iii) warrants to purchase up to 9,655 shares of the Issuer's Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 16,799 shares of common stock at $3.13 per share. |
(5) | Bios Fund II QP, LP ("Bios Fund II QP") is a direct beneficial owner of: (i) 211,456 shares of common stock, (ii) 262,806 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert to 457,282 shares of common stock immediately prior to the closing of the Issuer's IPO, and (iii) warrants to purchase up to 31,536 shares of the Issuer's Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 54,872 shares of common stock at $3.13 per share. |
(6) | Bios Fund II NT, LP ("Bios Fund II NT") is a direct beneficial owner of: (i) 28,308 shares of common stock, (ii) 35,181 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert to 61,214 shares of common stock immediately prior to the closing of the Issuer's IPO, and (iii) warrants to purchase up to 4,222 shares of Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 7,346 shares of common stock at $3.13 per share. |
(7) | BP Directors, LP ("Bios Directors") is a direct beneficial owner of options to purchase 32,538 shares of common stock exercisable within 60 days. |
(8) | Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, Bios Fund I QP and Bios Directors. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, Bios Fund II QP and Bios Fund II NT. Cavu Management, LP ("Cavu Management"), an entity managed and controlled by Mr. Kreis, is a general partner of Bios Equity I and Bios Equity II. Cavu Advisors LLC ("Cavu Advisors"), an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management. |
(9) | Mr. Kreis, Cavu Management and Cavu Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Directors (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kreis, Cavu Management, Cavu Advisors and the Bios Equity Entities, Mr. Kreis, Cavu Management and Cavu Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities. |
(10) | For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
Remarks: This Form 3 is the first of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting person. The second Form 3 will be filed by Aaron Glenn Louis Fletcher as the designated filer. |