13G
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CUSIP
No. 40052B207
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Page
2 of 10
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1.
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Names of
Reporting Persons:
AMZAK HEALTH
INVESTORS LLC
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2
.
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Check the
Appropriate Box if a Member of a Group
(a) ☐
(b) ☒
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3
.
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SEC Use
Only
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|
4
.
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Citizenship
or Place of Organization:
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|
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FLORIDA
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Number
of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5.
|
Sole Voting
Power
0
|
|
6.
|
Shared
Voting Power
1,356,697
|
|
7.
|
Sole Dispositive
Power
0
|
|
8.
|
Shared
Dispositive Power
1,356,697
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,356,697
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.15%
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12.
|
Type
of Reporting Person
CO
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13G
|
CUSIP
No. 40052B207
|
Page
3 of 10
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|
1.
|
Names of
Reporting Persons:
MICHAEL
D. KAZMA
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|
2
.
|
Check the
Appropriate Box if a Member of a Group
(a) ☐
(b) ☒
|
|
3
.
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SEC Use
Only
|
|
4
.
|
Citizenship
or Place of Organization:
|
|
|
|
|
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CANADA
|
Number
of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5.
|
Sole Voting
Power
0
|
|
6.
|
Shared
Voting Power
1,356,697
|
|
7.
|
Sole Dispositive
Power
0
|
|
8.
|
Shared
Dispositive Power
1,356,697
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,356,697
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.15%
|
|
12.
|
Type of
Reporting Person
IN
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13G
|
CUSIP
No. 40052B207
|
Page
4 of 10
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1.
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Names of
Reporting Persons:
JOYCE ERONY
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|
2
.
|
Check the
Appropriate Box if a Member of a Group
(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
1,356,697
|
|
7.
|
Sole Dispositive
Power
0
|
|
8.
|
Shared
Dispositive Power
1,356,697
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,356,697
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.15%
|
|
12.
|
Type of
Reporting Person
IN
|
13G
|
CUSIP
No. 40052B207
|
Page
5 of 10
|
|
1.
|
Names of
Reporting Persons:
ANDERS
HOVE
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|
2
.
|
Check the
Appropriate Box if a Member of a Group
(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
1,356,697
|
|
7.
|
Sole Dispositive
Power
0
|
|
8.
|
Shared
Dispositive Power
1,356,697
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,356,697
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
6.15%
|
|
12.
|
Type of
Reporting Person
IN
|
13G
|
CUSIP
No. 40052B207
|
Page
6 of 10
|
Item
1(a). Name of Issuer:
GTx,
Inc. (the “
Issuer
”)
Item
1(b). Address of Issuer's Principal Executive Offices:
The
Issuer's principal executive offices are located at 175 Toyota Plaza, 7
th
Floor, Memphis, Tennessee 38103.
Item
2(a). Names of Persons Filing:
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This statement is filed by:
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(i)
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Amzak
Health Investors, LLC., a Florida limited liability company ("
Amzak Health
") with respect to the shares of
Common Stock beneficially owned by it;
|
|
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(ii)
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Michael
D. Kazma ("
Mr. Kazma
"), as manager of Amzak Health, with respect to the shares of Common Stock beneficially
owned by Amzak Health; and
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|
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(iii)
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Joyce
Erony ("
Ms. Erony
"), as manager of Amzak Health, with respect to the shares of Common Stock beneficially
owned by Amzak Health.
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|
|
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(iv)
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Anders
Hove ("
Mr. Hove
"), as manager of Amzak Health, with respect to the shares of Common Stock beneficially owned
by Amzak Health.
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|
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The foregoing persons are hereinafter sometimes collectively referred to as the "
Reporting Persons
." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
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The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
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Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is 980 North Federal Highway, Suite 315, Boca Raton, Florida 33432.
Item
2(c). Citizenship:
Amzak
Health is a limited liability company organized under the laws of the State of Florida. Mr. Kazma, Ms. Erony and Mr. Hove are
citizens of Canada, United States and United States, respectively.
Item
2(d). Title of Class of Securities:
Common
Stock, par value $0.001 per share (the “
Common Stock
”)
Item
2(e). CUSIP Number:
40052B207
13G
|
CUSIP
No. 40052B207
|
Page
7 of 10
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Item
3. If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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☐
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Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐
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An investment adviser in accordance
with §240.13d-l(b)(l)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment
fund in accordance with §240.13d-l(b)(l)(ii)(F);
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(g)
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☐
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A parent holding company or control
person in accordance with § 240.13d-l(b)(l)(ii)(G);
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(h)
|
☐
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A savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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);
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(j)
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☐
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Group, in accordance with §240.13d-l(b)(l)(ii)(J).
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If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.
ITEM
4. OWNERSHIP.
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Amzak Health, Mr. Kazma, Ms. Erony and Mr. Hove:
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(a)
Amount beneficially owned: 1,356,697
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(b)
Percent of class: 6.15%
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(c)(i)
Sole power to vote or direct the vote: -0-
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(ii)
Shared power to vote or direct the vote: 1,356,697
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(iii)
Sole power to dispose or direct the disposition: -0-
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(iv)
Shared power to dispose or direct the disposition: 1,356,697
|
The
shares beneficially owned by the Reporting Persons include 847,936 shares of Common Stock and 508,761 shares of common stock issuable
upon the exercise of warrants which are beneficially owned by Amzak Health. The shares of Common Stock issuable upon exercise
of the warrants provide that the holder may not exercise them to the extent it would result in it owning in excess of 9.99% of
the outstanding shares of Common Stock of the Issuer. Amzak Health has the power to dispose of and the power to vote the shares
of Common Stock beneficially owned by it, which power may be exercised by its managers, Mr. Kazma, Ms. Erony and Mr. Hove. Mr.
Kazma, Ms. Erony and Mr. Hove, as managers of Amzak Health, have shared power to vote and/or dispose of the shares of Common Stock
beneficially owned by Amzak Health. Neither Mr. Kazma, Ms. Erony nor Mr. Hove directly own any shares of Common Stock
of the Issuer. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. Kazma, Ms. Erony and Mr. Hove may
be deemed to beneficially own the shares beneficially owned by Amzak Health.
13G
|
CUSIP
No. 40052B207
|
Page
8 of 10
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The
approximate percentage of shares of Common Stock beneficially owned by the Reporting Persons is based on 21,541,909 shares of
Common Stock outstanding as of September 29, 2017, which includes 16,058,589 shares of Common Stock outstanding as of September
25, 2017, as represented by the Issuer in a securities purchase agreement filed as Exhibit 10.1 to the Issuer’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2017 (the “Securities Purchase Agreement”),
an aggregate of 5,483,320 shares of Common Stock issued pursuant to the Securities Purchase Agreement, and assumes the exercise
of the warrants to purchase 508,761 shares of Common Stock currently held by Amzak Health.
ITEM
5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
.
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 of 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, other than
activities solely in connection with a nomination under § 240.14a-11.
13G
|
CUSIP
No. 40052B207
|
Page
9 of 10
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
October 10, 2017
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AMZAK HEALTH INVESTORS, LLC
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By:
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/s/
Michael D. Kazma
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Name:
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Michael D. Kazma
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Title:
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Manager
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By:
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/s/
Michael D. Kazma
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Michael D. Kazma
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By:
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/s/
Joyce Erony
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Joyce Erony
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By:
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/s/
Anders Hove
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Anders Hove
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13G
|
CUSIP
No. 40052B207
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Page
10 of 10
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EXHIBIT
1
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree
that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original, but all of which counterparts shall together constitute one and the same instrument.
Date:
October 10, 2017
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AMZAK HEALTH INVESTORS, LLC
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By:
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/s/
Michael D. Kazma
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Name:
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Michael D. Kazma
|
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Title:
|
Manager
|
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By:
|
/s/
Michael D. Kazma
|
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Michael D. Kazma
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By:
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/s/
Joyce Erony
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Joyce Erony
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By:
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/s/
Anders Hove
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Anders Hove
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