UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2(a)
(Amendment No. 9)
PLASMATECH BIOPHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
72754H 10 9
(CUSIP Number)
Steven H. Rouhandeh
SCO Capital Partners LLC
1325 Avenue of the Americas, 27th
Floor
New York, New York 10019
(212) 786-6201
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 24, 2014
(Date of Event Which Requires Filing of This
Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
(Continued on following pages)
(Page 1 of 14 Pages)
| CUSIP No. 72754H 10 9 |
13D |
Page 2 of 14 Pages |
| 1. |
NAMES OF REPORTING PERSONS
SCO Capital Partners LLC
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) x
|
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS (see instructions)
OO
|
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ¨
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER 12,745,848
|
| 8. |
SHARED VOTING POWER 0
|
| 9. |
SOLE DISPOSITIVE POWER 12,745,848
|
| 10. |
SHARED DISPOSITIVE POWER 0
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,745,848
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ¨
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
59.7%
|
| 14. |
TYPE OF REPORTING PERSON (see instructions)
PN |
| CUSIP No. 72754H 10 9 |
13D |
Page 3 of 14 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Beach Capital LLC
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
¨
(b) x
|
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS (see instructions)
OO
|
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ¨
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER 1,426,460
|
| 8. |
SHARED VOTING POWER 0
|
| 9. |
SOLE DISPOSITIVE POWER 1,426,460
|
| 10. |
SHARED DISPOSITIVE POWER 0
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,426,460
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ¨
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.9%
|
| 14. |
TYPE OF REPORTING PERSON (see instructions)
PN |
| CUSIP No. 72754H 10 9 |
13D |
Page 4 of 14 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Steven H. Rouhandeh
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)
¨
(b) x
|
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS (see instructions)
OO
|
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ¨
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER 14,212,308
|
| 8. |
SHARED VOTING POWER 1,172
|
| 9. |
SOLE DISPOSITIVE POWER 14,212,308
|
| 10. |
SHARED DISPOSITIVE POWER 1,172
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,213,480
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ¨
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
66.3%
|
| 14. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 72754H 10 9 |
13D |
Page 5 of 14 Pages |
Item 1. Security and Issuer.
This Amendment No. 9 to Schedule 13D (“Amended
Schedule 13D”) is being filed with respect to the common stock, par value $0.01 per share (the “Common Stock”)
of Plasmatech Biopharmaceuticals, Inc. (formerly known as Access Pharmaceuticals, Inc.), a Delaware corporation (“Plasmatech”
or the “Company”). The principal executive offices of the Company are located at 4848 Lemmon Avenue, Suite 517, Dallas,
Texas 75219. The share amounts and warrant exercise prices set forth herein reflect the 1-for-5 reverse split of the Company’s
Common Stock effected on June 2, 2006 and the 1-for-50 reverse split of the Company’s Common Stock effected on October 24,
2014.
This Amended Schedule 13D is being filed pursuant
to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the
“Exchange Act”).
Item 2. Identity and Background.
(a) This Amended Schedule 13D is filed by
(i) Steven H. Rouhandeh (“Mr. Rouhandeh”), (ii) SCO Capital Partners LLC, a limited liability company organized under
the laws of the State of Delaware (“SCO”), and (iii) Beach Capital LLC, a limited liability company organized under
the laws of the State of New York (“Beach”). Mr. Rouhandeh, SCO and Beach are collectively referred to herein as the
“Reporting Persons.” SCO Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware
(“SCO LP”) and SCO Securities LLC, a limited liability company organized under the laws of the State of Delaware (“SCO
Securities”) were previously reporting persons but such entities have been liquidated and dissolved and hold no securities
of Plasmatech.
(b) The Reporting Persons’ business
address is 1325 Avenue of the Americas, 27th Floor, New York, New York 10019.
(c) The principal business of Mr. Rouhandeh
is to serve as the Chairman and managing member of SCO and managing member of Beach. Mr. Rouhandeh also serves as Executive Chairman
and a member of the Board of Plasmatech. The principal business of each of SCO and Beach is to invest in biotechnology companies.
(d) During the last five years, none of
the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of
the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that
resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such laws.
(f) Mr. Rouhandeh is a United States citizen.
SCO is a limited liability company organized under the laws of the State of Delaware. Beach is a limited liability company organized
under the laws of the State of New York.
Item 3. Source and Amount of Funds or Other
Consideration.
On February 16, 2006 upon closing of a private
placement financing pursuant to which SCO Securities acted as placement agent (the “Private Placement”), Plasmatech
issued to SCO $4,000,000 principal amount of its 7.5% Secured Convertible Promissory Notes due March 31, 2007 (“First Convertible
| CUSIP No. 72754H 10 9 |
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Page 6 of 14 Pages |
Notes”) and warrants to purchase an aggregate
of 54,545 shares of Common Stock at an exercise price of $66.00 per share, for aggregate consideration paid in cash by SCO to the
Company of $4,000,000. The warrants expire on February 16, 2015. The issuance of the First Convertible Notes and warrants was exempt
from registration under Regulation D promulgated under the Securities Act or Section 4(a)(2) of the Securities Act. The source
of funds for the purchased securities was internal capital of SCO.
In addition, SCO Securities allocated to SCO
a warrant to purchase 5,455 shares of Common Stock at an exercise price of $66.00 per share to which SCO Securities was entitled
as consideration for services rendered as placement agent in the Private Placement. The terms of such warrant are the same as the
terms of the warrants issued to the other purchasers in the Private Placement. The warrants expire February 16, 2015. The issuance
of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(a)(2) of the
Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance of these
warrants.
On February 16, 2006 upon closing of the Private
Placement, Plasmatech issued to Beach $500,000 principal amount of its First Convertible Notes and warrants to purchase an aggregate
of 6,819 shares of Common Stock at an exercise price of $66.00 per share, for aggregate consideration paid in cash by Beach to
the Company of $500,000. The warrants expire February 16, 2015. The issuance of the First Convertible Notes and warrants was exempt
from registration under Regulation D promulgated under the Securities Act or Section 4(a)(2) of the Securities Act. The source
of funds for the purchased securities was internal capital of Beach.
On October 24, 2006 upon closing of a second
private placement financing pursuant to which SCO Securities acted as placement agent (the “Second Private Placement”),
Plasmatech issued to SCO $400,000 principal amount of its 7.5% Secured Convertible Promissory Notes due March 31, 2007 (“Second
Convertible Notes”) and warrants to purchase an aggregate of 5,455 shares of Common Stock at an exercise price of $66.00
per share, for aggregate consideration paid in cash by SCO to the Company of $400,000. The warrants expire October 24, 2015. The
issuance of the Second Convertible Notes and warrants was exempt from registration under Regulation D promulgated under the Securities
Act or Section 4(a)(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO.
In addition, SCO Securities allocated to SCO
a warrant to purchase 727 shares of Common Stock at an exercise price of $66.00 per share to which SCO Securities was entitled
as consideration for services rendered as placement agent in the Second Private Placement. The terms of such warrant are the same
as the terms of the warrants issued to the other purchaser in the Second Private Placement. The warrants expire October 24, 2015.
The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section
4(a)(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance
of these warrants.
On December 6, 2006 upon closing of a third
private placement financing pursuant to which SCO Securities acted as placement agent (the “Third Private Placement”),
Plasmatech issued to SCO $400,000 principal amount of its 7.5% Secured Convertible Promissory Notes due March 31, 2007 (“Third
Convertible Notes” and together with the First Convertible Notes and Second Convertible Notes, the “Convertible Notes”)
and warrants to purchase an aggregate of 5,455 shares of Common Stock at an exercise price of $66.00 per share, for aggregate consideration
paid in cash by SCO to the Company of $400,000. The warrants expire December 6, 2015. The issuance of the Third Convertible Notes
and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(a)(2) of the Securities
Act. The source of funds for the purchased securities was internal capital of SCO.
| CUSIP No. 72754H 10 9 |
13D |
Page 7 of 14 Pages |
In addition, SCO Securities allocated to SCO
a warrant to purchase 364 shares of Common Stock at an exercise price of $66.00 per share to which SCO Securities was entitled
as consideration for services rendered as placement agent in the Third Private Placement. The terms of such warrant are the same
as the terms of the warrants issued to the other purchaser in the Third Private Placement. The warrants expire December 6, 2015.
The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section
4(a)(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance
of these warrants.
On November 10, 2007 upon closing of a fourth
private placement financing pursuant to which SCO Securities acted as placement agent (the “Fourth Private Placement”),
Plasmatech issued to SCO 1,568.8409 shares of its Series A Cumulative Convertible Preferred Stock, liquidation preference $10,000
per share (“Series A Preferred Stock”) and warrants to purchase an aggregate of 21,286 shares of Common Stock at an
original exercise price of $175.00 per share (which was subsequently revised to $25.00 in accordance with the terms of the warrant),
for aggregate consideration paid in the form of the cancellation in full of all Convertible Notes held by SCO (including all principal
and interest thereunder) and an additional cash payment by SCO to the Company of $1,000,000. The warrants expired unexercised six
years from the date of issuance and are no longer outstanding. The issuance of the Series A Preferred Stock and warrants was exempt
from registration under Regulation D promulgated under the Securities Act or Section 4(a)(2) of the Securities Act. The source
of funds for the purchased securities was internal capital of SCO and exchange of the Convertible Notes. Following the consummation
of the Fourth Private Placement, SCO no longer holds any Convertible Notes.
In addition, SCO Securities allocated to SCO
a warrant to purchase 2,000 shares of Common Stock at an exercise price of $175.00 per share (which was subsequently revised to
$25.00 in accordance with the terms of the warrant) to which SCO Securities was entitled as consideration for services rendered
as placement agent in the Fourth Private Placement. The terms of such warrant were the same as the terms of the warrants issued
to the other purchasers in the Fourth Private Placement. The warrants expired unexercised six years from the date of issuance and
are no longer outstanding. The issuance of these warrants was exempt from registration under Regulation D promulgated under the
Securities Act or Section 4(a)(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company
in connection with the issuance of these warrants.
On November 10, 2007 upon closing of the Fourth
Private Placement, Plasmatech issued to SCO LP 200 shares of its Series A Preferred Stock and warrants to purchase an aggregate
of 6,667 shares of Common Stock at an exercise price of $175.00 per share (which was subsequently revised to $25.00 in accordance
with the terms of the warrant), for aggregate consideration paid in cash by SCO LP to the Company of $2,000,000. The warrants expired
unexercised six years from the date of issuance and are no longer outstanding. The issuance of the Series A Preferred Stock and
warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section 4(a)(2) of the Securities
Act. The source of funds for the purchased securities was internal capital of SCO LP.
On November 10, 2007 upon closing of the Fourth
Private Placement, Plasmatech issued to Beach 154.2898 shares of its Series A Preferred Stock and warrants to purchase an aggregate
of 1,886 shares of Common Stock at an exercise price of $175.00 per share (which was subsequently revised to $25.00 in accordance
with the terms of the warrant), for aggregate consideration paid in the form of the cancellation in full of all Convertible Notes
held by Beach (including all principal and interest thereunder). The warrants expired unexercised six years from the date of issuance
and are no longer outstanding. The issuance of the Series A Preferred Stock and warrants was exempt from registration under Regulation
D promulgated under the Securities Act or Section 4(a)(2) of the Securities Act. The source of funds for the purchased securities
was the exchange of Convertible Notes. Following the consummation of the Fourth Private Placement, Beach no longer holds any Convertible
Notes.
| CUSIP No. 72754H 10 9 |
13D |
Page 8 of 14 Pages |
SCO was previously the holder of preferred
stock and common stock of Somanta Pharmaceuticals, Inc., a publicly-traded Delaware corporation (“Somanta”). On January
4, 2008, pursuant to a merger transaction between the Company and Somanta (the “Merger”), Somanta became a wholly-owned
subsidiary of the Company and SCO received 15,756 shares of the Company’s Common Stock in exchange for the shares of Somanta
common stock and Somanta preferred stock then held by SCO. Also in connection with the Merger, Somanta common stock purchase warrants
previously held by SCO were adjusted and converted into warrants to purchase an aggregate of 2,155 shares of the Company’s
Common Stock, 1,771 of which had an exercise price of $1,159.50 per share and 384 of which had an exercise price of $927.50 per
share and all of which expired unexercised on January 31, 2012. In addition, pursuant to the Merger, each of the Sophie C. Rouhandeh
Trust (the “SR Trust”), the SHR Family Trust (the “SHR Trust”) and the Chloe H. Rouhandeh Trust (the “CR
Trust” and, together with the SR Trust and the SHR Trust, the “Trusts”), with respect to each of which Mr. Rouhandeh
serves as a trustee, received 229 shares of Common Stock in exchange for the shares of Somanta common stock then held by each of
them (687 shares of Common Stock in the aggregate held by the three Trusts). As a trustee of the Trusts, Mr. Rouhandeh has shared
voting power and shared investment power with respect to these shares, but disclaims any beneficial ownership thereof. Also pursuant
to the Merger, SCO received an additional 1,589 shares of Common Stock and warrants to purchase an aggregate of 794 shares of Common
Stock at an exercise price of $175.00. The warrants expired unexercised 6 years from the date of issuance on January 4, 2014 and
are no longer outstanding.
On February 4, 2008 upon closing of a fifth
private placement financing pursuant to which SCO Securities acted as placement agent (the “Fifth Private Placement”),
Plasmatech issued to SCO 200 shares of its Series A Preferred Stock and warrants to purchase an aggregate of 667 shares of Common
Stock at an exercise price of $175.00 per share (which was subsequently revised to $25.00 in accordance with the terms of the warrant),
for aggregate consideration paid in cash by SCO to the Company of $2,000,000. The warrants expired unexercised six years from the
date of issuance and are no longer outstanding. The issuance of the Series A Preferred Stock and warrants was exempt from registration
under Regulation D promulgated under the Securities Act or Section 4(a)(2) of the Securities Act. The source of funds for
the purchased securities was internal capital of SCO.
In addition, SCO Securities allocated to SCO
a warrant to purchase 740 shares of Common Stock at an exercise price of $175.00 per share (which was subsequently revised to $25.00
in accordance with the terms of the warrant) to which SCO Securities was entitled as consideration for services rendered as placement
agent in the Fifth Private Placement. The terms of such warrant are the same as the terms of the warrants issued to the other purchasers
in the Fifth Private Placement. The warrants expired unxercised six years from the date of issuance and are no longer outstanding.
The issuance of these warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section
4(a)(2) of the Securities Act. No cash consideration was paid by SCO or SCO Securities to the Company in connection with the issuance
of these warrants.
On December 18, 2008, in a private resale transaction
SCO LP transferred to SCO the 200 shares of Series A Preferred Stock originally issued to SCO LP in connection with the Fourth
Private Placement and the since-expired warrants to purchase 6,667 shares of Common Stock issued in connection therewith for an
aggregate of $2,000,000 paid in cash by SCO. The source of funds for the purchased securities was internal capital of SCO. The
transfer of these securities was exempt from registration under Sections 4(a)(1) and (2) of the Securities Act.
On February 4, 2009, SCO received 17,044 shares
of Common Stock and Beach received 1,391 shares of Common Stock from Plasmatech. These shares were paid to SCO and Beach as dividends
on their existing shares of Series A Preferred Stock and, accordingly, no cash consideration was paid by SCO or
| CUSIP No. 72754H 10 9 |
13D |
Page 9 of 14 Pages |
Beach. SCO also
received an additional 435 shares of Common Stock as dividends on shares of Series A Preferred Stock originally issued to SCO LP
and transferred to SCO. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities
Act.
SCO was previously the holder of common stock,
convertible promissory notes and warrants of MacroChem Corporation, a Delaware corporation (“MacroChem”). On February
26, 2009, pursuant to a merger transaction between the Company and MacroChem (the “MacroChem Merger”), MacroChem became
a wholly-owned subsidiary of the Company and SCO received 30,218 shares of the Company’s Common Stock in exchange for the
MacroChem common stock, convertible promissory notes and warrants then held by SCO. In addition, pursuant to the MacroChem Merger,
Beach received 2,031 shares of Common Stock in exchange for the shares of MacroChem preferred stock and common stock then held
by Beach. Also pursuant to the MacroChem Merger, the SHR Trust, with respect to which Mr. Rouhandeh serves as a trustee, received
485 shares of Common Stock in exchange for the shares of MacroChem common stock then held by the SHR Trust. As a trustee of the
SHR Trust, Mr. Rouhandeh has shared voting power and shared investment power with respect to these shares, but disclaims any beneficial
ownership thereof.
On October 25, 2012 upon closing of a private
placement financing (the “2012 Private Placement”), Plasmatech issued to SCO 929.7 shares of its Series B Cumulative
Convertible Preferred Stock, stated value $10,000 per share (“Series B Preferred Stock”) and warrants to purchase an
aggregate of 371,880 shares of Common Stock at an exercise price of $25.00 per share, for aggregate consideration paid in the form
of the cancellation accrued but unpaid dividends on Series A Preferred Stock held by SCO in the amount of $4,911,199 and an additional
cash payment by SCO to the Company of $4,385,801. The warrants expire six years from the date of issuance. The issuance of the
Series B Preferred Stock and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section
4(a)(2) of the Securities Act. The source of funds for the purchased securities was internal capital of SCO and exchange
of the accrued but unpaid dividends on the Series A Preferred Stock.
On October 25, 2012 upon closing of the 2012
Private Placement, Plasmatech issued to Beach 70.3 shares of its Series B Preferred Stock and warrants to purchase an aggregate
of 28,120 shares of Common Stock at an exercise price of $25.00 per share, for aggregate consideration paid in the form of the
cancellation accrued but unpaid dividends on Series A Preferred Stock held by Beach in the amount of $386,101 and an additional
cash payment by Beach to the Company of $316,899. The warrants expire six years from the date of issuance. The issuance of the
Series B Preferred Stock and warrants was exempt from registration under Regulation D promulgated under the Securities Act or Section
4(a)(2) of the Securities Act. The source of funds for the purchased securities was internal capital of Beach and exchange
of the accrued but unpaid dividends on the Series A Preferred Stock.
On December 19, 2012, in a private resale transaction
SCO transferred to Beach 68.3101 shares of Series B Preferred Stock originally issued to SCO in connection with the 2012 Private
Placement and warrants to purchase 27,325 shares of Common Stock issued in connection therewith without consideration. The transfer
of these securities was exempt from registration under Sections 4(a)(1) and (2) of the Securities Act.
On March 7, 2014, Mr. Rouhandeh in consideration
for his role as Chairman of the Board of Plasmatech, was issued ten-year options to purchase 80,000 shares of Plasmatech common
stock with an exercise price of $18.50 per share pursuant to the Plasmatech Pharmaceuticals, Inc. 2005 Equity Incentive Plan, as
amended. The foregoing options vest 25% immediately and 25% on each of the first three anniversaries of the date of grant. The
vesting accelerates with respect to 50% upon the market capitalization of Plasmatech reaching $100 million and the vesting accelerates
in full upon the market capitalization of Plasmatech reaching $200 million.
| CUSIP No. 72754H 10 9 |
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Page 10 of 14 Pages |
On December 24, 2014, as part of an underwritten
registered public offering conducted by the Company (the “Public Offering”), SCO purchased 250,000 shares of Common
Stock and five-year warrants to purchase an aggregate of 250,000 shares of Common Stock at an exercise price of $5.00 per share,
for aggregate consideration of $1,002,500. The source of funds for the purchased securities was internal capital of SCO.
In conjunction with the closing of the Public
Offering on December 24, 2014, all 1,968.8409 shares of Series A Preferred Stock held by SCO and all accrued dividends and interest
thereon and all 154.2898 shares of Series A Preferred Stock held by Beach and all accrued dividends and interest thereon were converted
into 5,753,938 shares of Common Stock issued to SCO and 451,005 shares of Common Stock issued to Beach. Furthermore, in conjunction
with the Public Offering, all 861.3899 shares of Series B Preferred Stock held by SCO and all accrued dividends, interest and liquidated
damages thereon and all 138.6101 shares of Series B Preferred Stock held by Beach and all accrued dividends, interest and liquidated
damages thereon were exchanged for 6,010,312 shares of Common Stock issued to SCO and 909,769 shares of Common Stock issued to
Beach. The issuance of the Common Stock was exempt from registration under Regulation D promulgated under the Securities Act or
Section 4(a)(2) of the Securities Act. Following consummation of the Public Offering, SCO and Beach no longer own any Series A
Preferred Stock or Series B Preferred Stock.
Item 4. Purpose of Transaction.
Each of the Reporting Persons purchased or
otherwise acquired their Plasmatech securities for investment purposes. Each of the Reporting Persons may acquire additional shares
of Common Stock from time to time, in open market purchases, negotiated transactions or otherwise, and may sell any or all of such
shares of Common Stock at any time.
Effective immediately upon the consummation
of the exchange of Convertible Notes in the Fourth Private Placement (the “Note Exchange”) and continuing for as long
as SCO and its Affiliates (as defined below) hold at least 20% of the Conversion Shares issued upon conversion of such Series A
Preferred Stock issued to SCO and its Affiliates in connection with the Note Exchange, (a) SCO shall have the right, from time
to time, to designate two individuals, in the sole discretion of SCO, to serve as directors of the Company (the “SCO Director
Designees”), (b) the Company shall use its best efforts at all times to cause the number of directors to be fixed at a sufficient
number such that at least two positions shall be available for the SCO Director Designees (the “SCO Board Seats”),
(c) the Company shall use its best efforts to cause the SCO Director Designees to be nominated and elected for service as directors
of the Company at each meeting of the Company’s shareholders held for the purpose of electing directors and (d) if at any
time, or from time to time, one or more of the SCO Board Seats is or becomes vacant for any reason prior to the next annual meeting
of shareholders, the Company shall use its best efforts to cause such vacancy to be filled with an SCO Director Designee. For purposes
of the foregoing sentence, an “Affiliate” means any Person (as such term is defined below) that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used
in and construed under Rule 144 under the Securities Act. With respect to any Person, any investment fund or managed account that
is managed on a discretionary basis by the same investment manager of such Person will be deemed to be an Affiliate of such Person.
A “Person” means any individual or corporation, partnership, trust, incorporated or unincorporated association, joint
venture, limited liability company, joint stock company, government (or an agency or subdivision of any thereof) or other entity
of any kind. The SCO Director Designees currently serving as directors of the Company are Mr. Jeffrey B. Davis and Mr. Steven H.
Rouhandeh.
Other than as set forth in the preceding paragraphs
of this Item 4, each of the Reporting Persons does not have any plans or proposals which relate to or would result in any of the
matters enumerated in clauses (a)
| CUSIP No. 72754H 10 9 |
13D |
Page 11 of 14 Pages |
through (j), inclusive, of Item 4 of Schedule 13D, namely: (a) the acquisition by any person
of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on
the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change
in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of
the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, (i) SCO owns
12,079,292 shares of Common Stock and warrants to purchase an aggregate of 666,556 shares of Common Stock, (ii) Beach owns 1,364,196
shares of Common Stock and warrants to purchase an aggregate of 62,264 shares of Common Stock, (iii) each of the SR Trust and the
CR Trust owns 229 shares of Common Stock and the SHR Trust owns 714 shares of Common Stock (1,172 shares of Common Stock in the
aggregate held by the three Trusts), and (iv) Mr. Rouhandeh beneficially owns 40,000 shares of Common Stock underlying stock options
in Mr. Rouhandeh’s name exercisable within 60 days. These securities in the aggregate represent beneficial ownership of 66.3%
of the outstanding Common Stock of Plasmatech as of December 24, 2014 (pursuant to information set forth in a prospectus filed
by Plasmatech on December 22, 2014, 20,683,248 shares of Common Stock were issued and outstanding as of December 24, 2014). In
his capacity as Chairman and managing member of SCO and in his capacity as managing member of Beach, Mr. Rouhandeh may be deemed
to beneficially own the 13,443,488 shares of Common Stock and warrants to purchase 728,820 shares of Common Stock owned directly
by SCO and Beach (as applicable), and also beneficially owns 40,000 shares of Common Stock underlying stock options in Mr. Rouhandeh’s
name exercisable within 60 days. Each of SCO and Beach have provided the Company with notice that it does not choose to be governed
by the ownership limitations provided in Section 2.4(i) of the warrants issued in the Private Placement, the Second Private Placement,
the Third Private Placement and the 2012 Private Placement (as applicable).
(b) As a trustee of each Trust, Mr. Rouhandeh
has shared power with his brother and spouse to direct the vote and disposition of the 229 shares of Common Stock held by each
of the SR Trust and the CR Trust and the 714 shares of Common Stock held by the SHR Trust (1,172 shares of Common Stock in the
aggregate held by the three Trusts). Mr. Rouhandeh, in his capacity as Chairman and managing member of SCO and in his capacity
as managing member of Beach, has the sole power to direct the vote and disposition of the 13,443,488 shares of Common Stock held
directly by SCO and Beach and, upon exercise of warrants, Mr. Rouhandeh has the sole power to direct the vote and disposition of
an additional 728,820 shares of Common Stock underlying warrants owned by SCO and Beach, and also beneficially owns 40,000 shares
of Common Stock underlying stock options in Mr. Rouhandeh’s name exercisable within 60 days. Mr. Rouhandeh, SCO and Beach
disclaim beneficial ownership of the shares of Common Stock held by the Trusts.
(c) Reference is made to the Reporting Persons’
responses to Items 3 and 4.
(d) Not applicable.
| CUSIP No. 72754H 10 9 |
13D |
Page 12 of 14 Pages |
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer.
Reference is made to the Reporting Persons’
responses to Items 3, 4 and 7.
Item 7. Material to be Filed as Exhibits.
Exhibit A –Convertible Note
and Warrant Purchase Agreement dated February 16, 2006 (1)
Exhibit B –Form of 7.5% Secured
Convertible Promissory Note (1)
Exhibit C –Form of Common
Stock Purchase Warrant (1)
Exhibit D –Investor Rights
Agreement dated February 16, 2006 (1)
Exhibit E –Security Agreement
dated February 16, 2006 (1)
Exhibit F –Convertible Note and Warrant Purchase Agreement
dated October 24, 2006 (2)
Exhibit G –Form of 7.5% Secured
Convertible Promissory Note (2)
Exhibit H –Form of Common
Stock Purchase Warrant (2)
Exhibit I –Investor Rights
Agreement dated October 24, 2006 (2)
Exhibit J –Security Agreement
Amendment dated October 24, 2006 (2)
Exhibit K –Convertible Note and Warrant Purchase Agreement
dated December 6, 2006 (3)
Exhibit L –Form of 7.5% Secured
Convertible Promissory Note (3)
Exhibit M –Form of Common
Stock Purchase Warrant (3)
Exhibit N –Investor Rights
Agreement dated December 6, 2006 (3)
Exhibit O –Second Amendment
to Security Agreement dated December 6, 2006 (3)
Exhibit P –Preferred Stock
and Warrant Purchase Agreement dated November 7, 2007 (4)
Exhibit Q – Certificate of
Designations, Rights and Preferences of the Series A Cumulative Convertible Preferred Stock (4)
Exhibit R –Form of Investor
Rights Agreement (4)
Exhibit S –Form of Common
Stock Purchase Warrant (4)
Exhibit T –Director Designation
Agreement dated November 15, 2007 (4)
Exhibit U –Form of Somanta
Pharmaceuticals, Inc. Common Stock Purchase Warrant (5)(6)
Exhibit V –Amended and Restated
Preferred Stock and Warrant Purchase Agreement dated February 4, 2008 (6)
Exhibit W –Amended and Restated
Investor Rights Agreement dated February 4, 2008 (6)
Exhibit X –Form of Common
Stock Purchase Warrant (6)
Exhibit Y –Preferred Stock
and Warrant Purchase Agreement dated October 25, 2012 (7)
Exhibit Z – Certificate of
Designations, Rights and Preferences of the Series B Cumulative Convertible Preferred Stock (7)
Exhibit AA –Investor Rights
Agreement dated October 25, 2012 (7)
Exhibit BB –Form of Common
Stock Purchase Warrant (7)
(1) Incorporated by reference to Schedule 13D
filed by the Reporting Persons on February 27, 2006.
(2) Incorporated by reference to Schedule 13D
filed by the Reporting Persons on November 7, 2006.
(3) Incorporated by reference to Schedule 13D
filed by the Reporting Persons on December 20, 2006.
(4) Incorporated by reference to Schedule 13D
filed by the Reporting Persons on December 5, 2007.
(5) This is the form of Common Stock Purchase
Warrant originally issued by Somanta Pharmaceuticals, Inc. The Somanta Pharmaceuticals, Inc. warrants held by SCO, the number of
shares issuable pursuant thereto and the exercise price thereof were adjusted upon consummation of the Merger such that they now
represent warrants to purchase Plasmatech Common Stock as more fully described in Item 3.
| CUSIP No. 72754H 10 9 |
13D |
Page 13 of 14 Pages |
(6) Incorporated by reference to Schedule 13D
filed by the Reporting Persons on March 7, 2008.
(7) Incorporated by reference to the Form 8-K
filed by Plasmatech on October 26, 2012.
| CUSIP No. 72754H 10 9 |
13D |
Page 14 of 14 Pages |
SIGNATURES
After reasonable inquiry
and to the best of each of our knowledge and belief, we certify that the information set forth in this statement is true, complete
and correct.
Dated: January 9, 2015
| |
SCO CAPITAL PARTNERS LLC |
| |
|
| |
By: |
/s/ Steven H. Rouhandeh |
| |
Name: Steven H. Rouhandeh |
| |
Title: Chairman |
| |
|
| |
BEACH CAPITAL LLC |
| |
|
| |
By: |
/s/ Steven H. Rouhandeh |
| |
Name: Steven H. Rouhandeh |
| |
Title: Managing Member |
| |
|
| |
/s/ Steven H. Rouhandeh |
| |
Steven H. Rouhandeh |
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