ITEM 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Amendment No. 10 to Schedule 13D (this Amendment No. 10) amends the Schedule 13D filed on November 14,
2011 (the Original 13D), as amended by Amendment No. 1 to Schedule 13D filed on November 16, 2012 (Amendment No. 1), Amendment No. 2 to Schedule 13D filed on June 5, 2013
(Amendment No. 2), Amendment No. 3 to Schedule 13D filed on October 9, 2013 (Amendment No. 3), Amendment No. 4 to Schedule 13D filed on October 17, 2016,
Amendment No. 5 to Schedule 13D filed on July 25, 2019 (Amendment No. 5) and Amendment No. 6 to Schedule 13D filed on May 7, 2020 (Amendment No. 6),
Amendment No. 7 to Schedule 13D filed on August 17, 2020, Amendment No. 8 to Schedule 13D filed on December 30, 2020 (Amendment No. 8), Amendment No. 9 to Schedule 13D filed on April 1, 2021
(Amendment No. 9, and, together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and
Amendment No. 8, the Schedule 13D) and relates to the Common Stock. The principal executive offices of the Issuer are located at 505 Eagleview Blvd., Suite 212, Exton, PA 19341.
Except as specifically amended by this Amendment No. 10, the disclosure in the Schedule 13D remains in full force and effect. Capitalized terms used in
this Amendment No. 10 but not otherwise defined shall have the meanings given to such terms in the Schedule 13D.
ITEM 2. Identity and
Background.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is being filed by Pillar 6, Pillar GP, Pillar Foundation, Youssef El Zein and Abude Umari.
(b) The business address of each of the foregoing Reporting Persons is c/o Stuarts Corporate Services Ltd., Kensington House, 69 Dr. Roys Drive,
Georgetown, Grand Cayman KY1-1104, Cayman Islands.
(c) Youssef El Zein and Abude Umari are each directors and
controlling stockholders of Pillar GP. Pillar GPs principal business consists of investment management.
(d) During the last five years, none of the
Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years,
none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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) Youssef El
Zein is a citizen of France and the Republic of Lebanon. Abude Umari is a citizen of France and the Republic of Lebanon.
ITEM 3. Source and
Amount of Funds or Other Consideration.
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as
applicable.
ITEM 4. Purpose of Transaction.
Item 4 to this Schedule 13 D is hereby amended to add the following:
On June 1, 2021, the Company and the Pillar Entities entered into a letter agreement pursuant to which Abude Umari may attend meetings of the board of
directors of the Issuer as a non-voting board observer through December 31, 2021, and receive copies of all board materials provided in connection therewith.
Other than as described above, the Reporting Persons do not have any plans or proposals which would result in any of the following:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present Board or management of the Issuer, 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 Issuer;
(f) Any other material change in the Issuers business or corporate structure;
(g) Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer 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 Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar
to any of those enumerated above.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other
restrictions, at any time and from time to time, to acquire additional Shares, dispose of some or all of the Shares, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their
purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and
implement plans or proposals with respect to any of the foregoing.
The Reporting Persons may also seek information from management and the
Issuers Board of Directors, and may engage in further discussions with management, the Issuers Board of Directors, other stockholders of the Issuer and other relevant parties, concerning the business, operations, governance, management,
strategy, capitalization and/or future plans of the Issuer, or in proposing one or more of the other actions described in subparagraphs (a) through (j) of this Item 4.
Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons
as to the acquisition, disposition, voting or holding of Shares.
The Reporting Persons intend to review their investment in the Issuer from time to time
on the basis of various factors, including the Issuers business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuers stock in
particular, as well as other developments.
ITEM 5. Interest in Securities of the Issuer.
(a) (b)
The following sets forth, as of the date of this
Amendment No. 10, the aggregate number of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of Common Stock as to which each Reporting Person has the sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 50,033,297 shares of Common Stock
outstanding at April 30, 2021 and gives effect to the transactions described in Item 4 above. Due to the Blocker Provisions, the aggregate shares of Common Stock deemed to be beneficially owned by each of the Reporting Persons as of the date
hereof represented approximately 19.99% of the Companys common stock, par value $0.0001 per share outstanding as of June 1, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Person
|
|
Amount
beneficially
owned
|
|
|
Percent
of class
|
|
|
Sole
power to
vote or
to direct
the vote
|
|
|
Shared
power to
vote or
to direct
the vote
|
|
|
Sole
power
to dispose
or to
direct
the
disposition
|
|
|
Shared
power to
dispose or
to direct
the
disposition
|
|
Pillar 6
|
|
|
16,748,500
|
|
|
|
19.9
|
%
|
|
|
0
|
|
|
|
16,748,500
|
|
|
|
0
|
|
|
|
16,748,500
|
|
Pillar Foundation
|
|
|
16,748,500
|
|
|
|
19.9
|
%
|
|
|
0
|
|
|
|
16,748,500
|
|
|
|
0
|
|
|
|
16,748,500
|
|
Pillar GP
|
|
|
16,748,500
|
|
|
|
19.9
|
%
|
|
|
0
|
|
|
|
16,748,500
|
|
|
|
0
|
|
|
|
16,748,500
|
|
Abude Umari
|
|
|
17,134,610
|
|
|
|
19.9
|
%
|
|
|
386,100
|
|
|
|
16,748,500
|
|
|
|
386,100
|
|
|
|
16,748,500
|
|
Youssef El Zein
|
|
|
16,806,683
|
|
|
|
19.9
|
%
|
|
|
58,183
|
|
|
|
16,748,500
|
|
|
|
58,183
|
|
|
|
16,748,500
|
|
(c) No transactions in the Common Stock were effected by the Reporting Persons during the
60-day period ended June 1, 2021.
(d) No persons other than the Reporting Persons and their investment
clients have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered hereby.
(e)
Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6. Except as referenced above or described in Item 4 hereof,
there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Company.
ITEM 7. Materials to be Filed as Exhibits.
|
|
|
Exhibit 99.1:
|
|
Joint Filing Agreement as required by Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended.
|
|
|
Exhibit 99.2:
|
|
Convertible Preferred Stock and Warrant Purchase Agreement, dated November 4, 2011, between the Company and Pillar (incorporated by reference to the Issuers Current Report on Form
8-K as filed with the Securities and Exchange Commission on November 10, 2011)
|
|
|
Exhibit 99.3:
|
|
Registration Rights Agreement, between the Company and Pillar, dated November 4, 2011 (incorporated by reference to the Issuers Current Report on Form 8-K as filed with the
Securities and Exchange Commission on November 10, 2011)
|
|
|
Exhibit 99.4:
|
|
Certificate of Designations, Preferences and Rights of Series D Preferred Stock of the Company (incorporated by reference to the Issuers Current Report on Form 8-K as filed with
the Securities and Exchange Commission on November 10, 2011)
|
|
|
Exhibit 99.5:
|
|
Form of Warrant issued to Purchaser pursuant to Convertible Preferred Stock and Warrant Purchase Agreement, dated November 4, 2011, among the Company and the Pillar (incorporated by reference to the Issuers Current
Report on Form 8-K as filed with the Securities and Exchange Commission on November 10, 2011)
|
|
|
Exhibit 99.6:
|
|
Convertible Preferred Stock and Warrant Purchase Agreement, dated November 9, 2012, between the Company and Pillar II (incorporated by reference to the Issuers Current Report on Form
8-K as filed with the Securities and Exchange Commission on November 15, 2012)
|
|
|
Exhibit 99.7:
|
|
Registration Rights Agreement, between the Company and Pillar II, dated November 9, 2012 (incorporated by reference to the Issuers Current Report on Form 8-K as filed with the
Securities and Exchange Commission on November 15, 2012)
|
|
|
Exhibit 99.8:
|
|
Certificate of Designations, Preferences and Rights of Series E Preferred Stock of the Company (incorporated by reference to the Issuers Current Report on Form 8-K as filed with
the Securities and Exchange Commission on November 15, 2012)
|
|
|
Exhibit 99.9:
|
|
Form of Warrant issued to Purchaser pursuant to Convertible Preferred Stock and Warrant Purchase Agreement, dated November 9, 2012, among the Company and the Pillar (incorporated by reference to the Issuers Current
Report on Form 8-K as filed with the Securities and Exchange Commission on November 15, 2012)
|
|
|
Exhibit 99.10:
|
|
Amendment No. 1 to Convertible Preferred Stock and Warrant Purchase Agreement, dated November 9, 2012, between the Company and Pillar (incorporated by reference to the Issuers Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 15, 2012)
|
|
|
Exhibit 99.11:
|
|
Amendment No. 1 to Common Stock Purchase Warrant, dated November 9, 2012, between the Company and Pillar (incorporated by reference to the Issuers Current Report on Form
8-K as filed with the Securities and Exchange Commission on November 15, 2012)
|
|
|
Exhibit 99.12:
|
|
Form of Warrant (incorporated by reference to Exhibit 4.3 to the Issuers Registration Statement on Form S-1/A as filed with the Securities and Exchange Commission on
May 1, 2013)
|
|
|
Exhibit 99.13:
|
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.4 to the Issuers Registration Statement on Form S-1/A as filed with the
Securities and Exchange Commission on May 1, 2013)
|
|
|
Exhibit 99.14:
|
|
Agreement, dated as of April 22, 2013, by and among the Company, Pillar Pharmaceuticals I, L.P. and Pillar Pharmaceuticals II, L.P. (incorporated by reference to Exhibit 10.1 the Issuers Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 23, 2013)
|
|
|
Exhibit 99.15:
|
|
Agreement, dated April 30, 2013, by and among the Company, Pillar Pharmaceuticals I, L.P., Pillar Pharmaceuticals II, L.P. and Participations Besancon (incorporated by reference to Exhibit 10.50 to the Issuers
Registration Statement on Form S-1/A as filed with the Securities and Exchange Commission on May 1, 2013)
|
|
|
Exhibit 99.16
|
|
Securities Purchase Agreement, dated April 7, 2020 by and among the Company and Pillar Foundation ((incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form
8-K as filed with the Securities and Exchange Commission on April 7, 2020)
|
|
|
Exhibit 99.17:
|
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuers Current Report on Form 8-K as filed with the Securities
and Exchange Commission on April 7, 2020)
|