UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Inhibikase Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45719W205
(CUSIP Number)
October 21, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 45719W205
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus Private Equity Fund III, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
7,228,908 (1)(2) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
7,228,908 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,228,908 (1)(2) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
FOOTNOTES
| (1) | The shares reported in this row are owned directly by Soleus Private Equity Fund III, L.P. (“Soleus PE”). Soleus Private Equity GP III, LLC (“Soleus GP”) is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus GP, Soleus Capital Management, L.P. (“Soleus Capital Management”) is the investment manager for Soleus PE, and Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of the sole general partner of Soleus Capital Management. Each of Mr. Levy, Soleus PE GP III, LLC, Soleus GP and Soleus Capital Management disclaims beneficial ownership of these securities held by Soleus PE and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| (2) | The shares reported in this row include warrants to purchase shares of common stock, par value $0.001 per share (“Common Stock”), of Inhibikase Therapeutics, Inc. (the “Issuer”). The pre-funded warrants that are held by the reporting person are immediately exercisable upon issuance. Exercise of the Series A-1 Warrants and the Series B-1 Warrants that are held by the reporting person is subject to the approval by the Issuer’s stockholders of an amendment to the Issuer’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to a number of shares of Common Stock sufficient to allow for the full exercise of the Series A-1 Warrants and the Series B-1 Warrants and the filing of a registration statement registering the resale of the shares of Common Stock issuable upon the exercise thereof (the “Exercise Conditions”). The share numbers reported in this row represent the maximum number of shares of Common Stock that may be held by the Reporting Person as a result of the beneficial ownership limitations set forth in the warrants. |
| (3) | This percentage is calculated based upon 8,882,570 shares of Common Stock outstanding of the Issuer as of the close of business on October 9, 2024, as reported in the Issuer’s Schedule 14F-1 filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2024 (the “Schedule 14F-1”) and the subsequent issuance by the Issuer of 58,310,000 shares of Common Stock pursuant to the Securities Purchase Agreement dated October 9, 2024 between the Issuer and the investors signatory thereto (the “SPA”) as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on October 10, 2024. |
2
CUSIP NO. 45719W205
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus Private Equity GP III, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
7,228,908 (1)(2) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
7,228,908 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,228,908 (1)(2) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | The shares reported in this row are owned directly by Soleus PE. |
| (2) | The shares reported in this row include warrants to purchase shares of Common Stock. The pre-funded warrants that are held by the reporting person are immediately exercisable upon issuance. Exercise of the Series A-1 Warrants and the Series B-1 Warrants that are held by the reporting person is subject to satisfaction of the Exercise Conditions. The share numbers reported in this row represent the maximum number of shares of Common Stock that may be held by the Reporting Person as a result of the beneficial ownership limitations set forth in the warrants. |
| (3) | This percentage is calculated based upon 8,882,570 shares of Common Stock outstanding of the Issuer as of the close of business on October 9, 2024, as reported in the Schedule 14F-1 and the subsequent issuance by the Issuer of 58,310,000 shares of Common Stock pursuant to the SPA. |
3
CUSIP NO. 45719W205
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus PE GP III, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
7,228,908 (1)(2) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
7,228,908 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,228,908 (1)(2) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | The shares reported in this row are owned directly by Soleus PE. |
| (2) | The shares reported in this row include warrants to purchase shares of Common Stock. The pre-funded warrants that are held by the reporting person are immediately exercisable upon issuance. Exercise of the Series A-1 Warrants and the Series B-1 Warrants that are held by the reporting person is subject to satisfaction of the Exercise Conditions. The share numbers reported in this row represent the maximum number of shares of Common Stock that may be held by the Reporting Person as a result of the beneficial ownership limitations set forth in the warrants. |
| (3) | This percentage is calculated based upon 8,882,570 shares of Common Stock outstanding of the Issuer as of the close of business on October 9, 2024, as reported in the Schedule 14F-1 and the subsequent issuance by the Issuer of 58,310,000 shares of Common Stock pursuant to the SPA. |
4
CUSIP NO. 45719W205
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus Capital Master Fund, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,984,187 (1)(2) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,984,187 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,984,187 (1)(2) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
FI |
FOOTNOTES
| (1) | The shares reported in this row are held by Soleus Capital Master Fund, L.P. (“Master Fund”). Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Master Fund, and Guy Levy is the sole managing member of each of Soleus Capital Group, LLC and of the sole general partner of Soleus Capital Management. Each of Soleus Capital Group, LLC, Soleus Capital, LLC, Soleus Capital Management and Mr. Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| (2) | The shares reported in this row include warrants to purchase shares of Common Stock. The pre-funded warrants that are held by the reporting person are immediately exercisable upon issuance. Exercise of the Series A-1 Warrants and the Series B-1 Warrants that are held by the reporting person is subject to satisfaction of the Exercise Conditions. The share numbers reported in this row represent the maximum number of shares of Common Stock that may be held by the Reporting Person as a result of the beneficial ownership limitations set forth in the warrants. |
| (3) | This percentage is calculated based upon 8,882,570 shares of Common Stock outstanding of the Issuer as of the close of business on October 9, 2024, as reported in the Schedule 14F-1 and the subsequent issuance by the Issuer of 58,310,000 shares of Common Stock pursuant to the SPA. |
5
CUSIP NO. 45719W205
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus Capital, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,984,187 (1)(2) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,984,187 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,984,187 (1)(2) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | The shares reported in this row are held by Master Fund. |
| (2) | The shares reported in this row include warrants to purchase shares of Common Stock. The pre-funded warrants that are held by the reporting person are immediately exercisable upon issuance. Exercise of the Series A-1 Warrants and the Series B-1 Warrants that are held by the reporting person is subject to satisfaction of the Exercise Conditions. The share numbers reported in this row represent the maximum number of shares of Common Stock that may be held by the Reporting Person as a result of the beneficial ownership limitations set forth in the warrants. |
| (3) | This percentage is calculated based upon 8,882,570 shares of Common Stock outstanding of the Issuer as of the close of business on October 9, 2024, as reported in the Schedule 14F-1 and the subsequent issuance by the Issuer of 58,310,000 shares of Common Stock pursuant to the SPA. |
6
CUSIP NO. 45719W205
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus Capital Group, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,984,187 (1)(2) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,984,187 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,984,187 (1)(2) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
FOOTNOTES
| (1) | The shares reported in this row are held by Master Fund. |
| (2) | The shares reported in this row include warrants to purchase shares of Common Stock. The pre-funded warrants that are held by the reporting person are immediately exercisable upon issuance. Exercise of the Series A-1 Warrants and the Series B-1 Warrants that are held by the reporting person is subject to satisfaction of the Exercise Conditions. The share numbers reported in this row represent the maximum number of shares of Common Stock that may be held by the Reporting Person as a result of the beneficial ownership limitations set forth in the warrants. |
| (3) | This percentage is calculated based upon 8,882,570 shares of Common Stock outstanding of the Issuer as of the close of business on October 9, 2024, as reported in the Schedule 14F-1 and the subsequent issuance by the Issuer of 58,310,000 shares of Common Stock pursuant to the SPA. |
7
CUSIP NO. 45719W205
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Soleus Capital Management, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,755,550 (1)(2) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,755,550 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,755,550 (1)(2) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
FOOTNOTES
| (1) | The shares reported in this row are held directly by PE Fund and Master Fund. Soleus Capital Management is the investment manager for each of PE Fund and Master Fund. |
| (2) | The shares reported in this row include warrants to purchase shares of Common Stock. The pre-funded warrants that are held by the reporting person are immediately exercisable upon issuance. Exercise of the Series A-1 Warrants and the Series B-1 Warrants that are held by the reporting person is subject to satisfaction of the Exercise Conditions. The share numbers reported in this row represent the maximum number of shares of Common Stock that may be held by the Reporting Person as a result of the beneficial ownership limitations set forth in the warrants. |
| (3) | This percentage is calculated based upon 8,882,570 shares of Common Stock outstanding of the Issuer as of the close of business on October 9, 2024, as reported in the Schedule 14F-1 and the subsequent issuance by the Issuer of 58,310,000 shares of Common Stock pursuant to the SPA. |
8
CUSIP NO. 45719W205
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Guy Levy |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,755,550 (1)(2) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,755,550 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,755,550 (1)(2) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (3) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
FOOTNOTES
| (1) | The shares reported in this row are held directly by Soleus PE and Master Fund. Soleus GP is the sole general partner of Soleus PE, Soleus PE GP III, LLC is the sole manager of Soleus GP, Soleus Capital Management is the investment manager for Soleus PE, and Guy Levy is the sole managing member of each of Soleus PE GP III, LLC and of the sole general partner of Soleus Capital Management. Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital Management is the investment manager for Master Fund, and Mr. Levy is the sole managing member of each of Soleus Capital Group, LLC and of the sole general partner of Soleus Capital Management. Mr. Levy disclaims beneficial ownership of these securities held by Soleus PE and Master Fund, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of his pecuniary interest therein. |
| (2) | The shares reported in this row include warrants to purchase shares of Common Stock. The pre-funded warrants that are held by the reporting person are immediately exercisable upon issuance. Exercise of the Series A-1 Warrants and the Series B-1 Warrants that are held by the reporting person is subject to satisfaction of the Exercise Conditions. The share numbers reported in this row represent the maximum number of shares of Common Stock that may be held by the Reporting Person as a result of the beneficial ownership limitations set forth in the warrants. |
| (3) | This percentage is calculated based upon 8,882,570 shares of Common Stock outstanding of the Issuer as of the close of business on October 9, 2024, as reported in the Schedule 14F-1 and the subsequent issuance by the Issuer of 58,310,000 shares of Common Stock pursuant to the SPA. |
9
Item 1.
| (a) | Name of Issuer |
Inhibikase Therapeutics, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
3350 Riverwood Parkway SE
Suite 1900
Atlanta, GA 30339
Item 2.
| (a) | Name of Person(s) Filing |
Soleus Private Equity GP III, LLC
Soleus Private Equity Fund III, L.P.
Soleus PE GP III, LLC
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Guy Levy
| (b) | Address of Principal Business Office or, if none, Residence |
Soleus Private Equity GP III, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Private Equity Fund III, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus PE GP III, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital Master Fund, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital Group, LLC
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Soleus Capital Management, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
Guy Levy
c/o Soleus Capital Management, L.P.
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
10
| (c) | Citizenship |
Soleus Private Equity GP III, LLC – Delaware
Soleus Private Equity Fund III, L.P. – Delaware
Soleus PE GP III, LLC – Delaware
Soleus Capital Master Fund, L.P. – Cayman Islands
Soleus Capital, LLC – Delaware
Soleus Capital Group, LLC – Delaware
Soleus Capital Management, L.P. – Delaware
Guy Levy – United States
| (d) | Title of Class of Securities |
Common Stock, par value $0.001 per share
| (e) | CUSIP Number |
45719W205
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. ☐78c). |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership. |
The information required by this item with respect to each reporting person is set forth in rows 5 – 11 on the cover pages to this Schedule 13G.
As noted on the cover pages of this Schedule 13G, Soleus PE GP III, LLC is the sole manager of Soleus GP, Soleus GP is the sole general partner of Soleus PE, and Soleus Capital Management is the investment manager for Soleus PE. As the sole managing member of each of Soleus PE GP III, LLC and of the sole general partner of Soleus Capital Management, Guy Levy may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the securities held by Soleus PE.
11
As noted on the cover pages of this Schedule 13G, Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, Soleus Capital LLC is the sole general partner of Master Fund, and Soleus Capital Management is the investment manager for Master Fund. As the sole managing member of each of Soleus Capital Group, LLC and of the sole general partner of Soleus Capital Management, Mr. Levy may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the securities held by Master Fund.
Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Mr. Levy, Soleus Capital Management, Soleus PE GP III, LLC, Soleus GP, Soleus Capital, LLC or Soleus Capital Group, LLC is the beneficial owner of the securities of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of their respective pecuniary interest therein, and such beneficial ownership is expressly disclaimed.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: October 28, 2024 | Soleus Private Equity Fund III, L.P. | |
| By: | Soleus Private Equity GP III, LLC, its General Partner | |
| By: | Soleus PE GP III, LLC, its Manager | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Private Equity GP III, LLC | |
| By: | Soleus PE GP III, LLC, its Manager | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus PE GP III, LLC | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Capital Master Fund, L.P. | |
| By: | Soleus Capital, LLC, its General Partner | |
| By: | Soleus Capital Group, LLC, its Managing Manager | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Capital, LLC | |
| By: | Soleus Capital Group, LLC, its Managing Manager | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Capital Group, LLC | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Capital Management, L.P. | |
| By: | Soleus GP, LLC, as general partner | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | /s/ Guy Levy | |
| Name: | Guy Levy | |
Footnotes:
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
13
EXHIBIT A
JOINT FILING AGREEMENT
Soleus Private Equity GP III, LLC, a Delaware limited liability company, Soleus Private Equity Fund III, L.P., a Delaware limited partnership, Soleus PE GP III, LLC, a Delaware limited liability company, Soleus Capital Master Fund, L.P., a Cayman Islands exempted limited partnership, Soleus Capital, LLC, a Delaware limited liability company, Soleus Capital Group, LLC, a Delaware limited liability company, Soleus Capital Management, L.P., a Delaware limited partnership, and Guy Levy, an individual, hereby agree to file jointly the statement on Schedule 13G to which this Joint Filing Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.
It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the parties hereto.
| Date: October 28, 2024 | Soleus Private Equity Fund III, L.P. | |
| By: | Soleus Private Equity GP III, LLC, its General Partner | |
| By: | Soleus PE GP III, LLC, its Manager | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Private Equity GP III, LLC | |
| By: | Soleus PE GP III, LLC, its Manager | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus PE GP III, LLC | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Capital Master Fund, L.P. | |
| By: | Soleus Capital, LLC, its General Partner | |
| By: | Soleus Capital Group, LLC, its Managing Manager | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Capital, LLC | |
| By: | Soleus Capital Group, LLC, its Managing Manager | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Capital Group, LLC | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | Soleus Capital Management, L.P. | |
| By: | Soleus GP, LLC, as general partner | |
| By: | /s/ Guy Levy | |
| Name: | Guy Levy | |
| Title: | Managing Member | |
| Date: October 28, 2024 | /s/ Guy Levy | |
| Name: | Guy Levy | |