Amended Statement of Ownership (sc 13g/a)
February 12 2018 - 9:10AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. ___3____)*
Zynerba
Pharmaceuticals, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
98986X109
(CUSIP
Number)
December
31, 2017
(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)
|
[X]
|
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 disclosures provided
in a prior cover page.
The
information required on 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).
1.
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Genesis Capital Advisors LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States of America
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
SOLE
VOTING POWER
135,500*
|
|
6.
|
SHARED
VOTING POWER
614,140*
|
|
7.
|
SOLE
DISPOSITIVE POWER
135,500*
|
|
8.
|
SHARED
DISPOSITIVE POWER
614,140*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
749,640*
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.53%*
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ethan Benovitz
|
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 of America
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
749,9640*
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
749,640*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
749,640*
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.53%*
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jaime Hartman
|
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 of America
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
749,640*
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
749,640*
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
749,640*
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.53%*
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC
|
Item
1.
|
(a)
|
Name
of Issuer
Zynerba Pharmaceuticals, Inc.
|
|
|
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices
80 W. Lancaster Avenue, Suite 300
Devon,
PA 19333
|
|
|
|
Item
2.
|
(a)
|
Name
of Person Filing
Genesis
Capital Advisors LLC
Ethan
Benovitz
Jaime
Hartman
|
|
|
|
|
(b)
|
Address
of the Principal Office or, if none, residence
1212 Avenue of the Americas, 19
th
Floor
New
York, NY 10036
|
|
|
|
|
(c)
|
Citizenship
Genesis Capital Advisors LLC – Delaware, United States
Ethan
Benovitz – United States
Jaime
Hartman – United States
|
|
|
|
|
(d)
|
Title
of Class of Securities
Common Stock, par value $0.001 per share
|
|
|
|
|
(e)
|
CUSIP
Number
98986X109
|
|
|
|
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:
N/A
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
Amount
beneficially owned:
Genesis
Capital Advisors LLC – 749,640*
Jaime
Hartman - 749,640*
Ethan
Benovitz - 749,640*
|
|
|
|
|
|
(b)
|
Percent
of class:
Genesis
Capital Advisors LLC – 5.53%*
Jaime
Hartman – 5.53%*
Ethan
Benovitz – 5.53%*
|
|
|
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
Genesis
Capital Advisors LLC – 135,500*
Jaime
Hartman - 0*
Ethan
Benovitz - 0*
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
Genesis
Capital Advisors LLC – 614,140*
Jaime
Hartman – 749,640*
Ethan
Benovitz – 749,640*
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
Genesis
Capital Advisors LLC – 135,500*
Jaime
Hartman - 0*
Ethan
Benovitz - 0*
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
Genesis
Capital Advisors LLC – 614,140*
Jaime
Hartman – 749,640*
Ethan
Benovitz – 749,640*
|
*The
shares of common stock (the “Shares”) of Zynerba Pharmaceuticals, Inc. (the “Company”) reported herein
are held by two or more funds (together the “Funds”), which are managed by Genesis Capital Advisors LLC (the “Adviser”).
Ethan Benovitz (“Benovitz”) and Jaime Hartman (“Hartman”), as individuals, act as co-investment managers
to the Funds and as managing members of the Adviser. The Adviser, in its capacity as the investment manager of the Funds, has
the power to vote and the power to direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Reg.
Section 240.13d-3, the Adviser, Hartman and Benovitz may be deemed to beneficially own an aggregate of 749,640 Shares, or 5.53%
of Shares deemed issued and outstanding as of November 10, 2017. The beneficial ownership percentages reported herein are based
on 13,553,873 voting Shares issued and outstanding as of November 10, 2017, as disclosed in the Company’s Quarterly Report
filed with the Securities and Exchange Commission on November 14, 2017. This report shall not be deemed an admission that the
Adviser, the Funds and Accounts or any other person is the beneficial owner of the securities reported herein for purposes of
Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein
disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest
therein.
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 [ ].
N/A
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
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.
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.
Dated:
February 12, 2018
|
Genesis
Capital Advisors LLC
|
|
|
|
|
By:
|
/s/
Ethan Benovitz
|
|
Name:
|
Ethan
Benovitz
|
|
Title:
|
Managing
Member
|
|
|
|
|
Ethan
Benovitz
|
|
|
|
|
By:
|
/s/
Ethan Benovitz
|
|
|
Individually
|
|
|
|
|
Jaime
Hartman
|
|
|
|
|
By:
|
/s/
Jaime Hartman
|
|
|
Individually
|
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No. 3 under the Securities Exchange Act of
1934, as amended, with respect to the Common Stock, par value $0.001 per share, of Zynerba Pharmaceuticals, Inc., together with
any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing
Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the
undersigned may mutually agree.
Dated:
February 12, 2018
|
Genesis
Capital Advisors LLC
|
|
|
|
|
By:
|
/s/
Ethan Benovitz
|
|
Name:
|
Ethan
Benovitz
|
|
Title:
|
Managing
Member
|
|
Ethan
Benovitz
|
|
|
|
|
By:
|
/s/
Ethan Benovitz
|
|
|
Individually
|
|
|
|
|
Jaime
Hartman
|
|
|
|
|
By:
|
/s/
Jaime Hartman
|
|
|
Individually
|
Zynerba Pharmaceuticals (NASDAQ:ZYNE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Zynerba Pharmaceuticals (NASDAQ:ZYNE)
Historical Stock Chart
From Sep 2023 to Sep 2024