CUSIP
Number: 037230208
1
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NAME OF REPORTING PERSON
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Aptorum Group Limited (f/k/a Striker Asia Opportunities Fund Corporation and APTUS Holdings Limited)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7
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SOLE VOTING POWER
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4,457,962
(1)(2)(3)
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NUMBER OF
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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REPORTING
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9
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SOLE DISPOSITIVE POWER
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PERSON WITH
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4,457,962
(1)(2)(3)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,457,962
(1)(2)(3)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.2%
(1)(2)(3)
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14
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TYPE OF REPORTING PERSON
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CO
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(1)
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On December 7, 2015, pursuant to the terms
of a Purchase Agreement, dated as of November 3, 2015 (the “Agreement”), between the Issuer and the Reporting Person,
the Issuer sold and issued, as permitted by the Agreement, 256,410 shares (the “December PS”) of Series A Preferred
Stock for an aggregate purchase price of $500,000 to the Reporting Person. On February 15, 2016, the Reporting Person entered into
another Agreement with the Issuer to purchase an additional 974,359 shares of Series A Preferred Stock (the “February PS,”
together with the December PS, the “Preferred Stock”) for an aggregate purchase price of $1,900,000. Aptorum’s
purchase of the Preferred Stock was part of the Issuer’s offering of up to $15,000,000 shares of Preferred Stock at a price
of $1.95 per Preferred Share that had its final closing on April 12, 2016.
As further explained in response to Item
4 and 6 below, on June 24, 2016, the Reporting Person received the 4,457,962 shares (collectively, the “Shares”) disclosed
in this filing pursuant to the conversion of its Preferred Stock and the related exchange transaction (the “Conversion”).
In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, 2,228,981 of the Shares represent shares of the
Issuer’s common stock, $0.001 par value (the “Common Stock”) underlying warrants the Reporting Person received
pursuant to the Conversion since the Reporting Person may exercise such warrants within sixty days of the date hereof.
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(2)
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Percentage is calculated on the basis of
54,073,309 shares of Common Stock outstanding on February 14, 2018, as reported in the Issuer’s Quarterly Report on Form
10-Q for the quarter ended December 31, 2017, which was filed with the Securities and Exchange Commission (the “SEC”)
on February 14, 2018.
Given the timing of the transactions giving
rise to this filing and the actual date of filing this Schedule, we are also disclosing the percentage of ownership at the time
the Preferred Stock was purchased and at the time of the Conversion, the latter of which would have triggered the requirement to
file this Schedule since it resulted in the Reporting Person beneficially owning more than 5% of the Common Stock.
Based on the terms of the Preferred Stock,
as set forth in the
Certificate of Designation of Series A Convertible Preferred Stock (the
“Certificate of Designation”), immediately following the Agreement, the Reporting Person was entitled to convert the
December PS into 256,410 shares of the Common Stock, which represented 1.1% of the Common Stock based on
24,338,219 shares
of Common Stock outstanding on November 13, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2015, which was filed with the SEC on November 16, 2015 and which is the most recently filed applicable report
prior to the Agreement.
The Reporting Person was entitled
to convert the February PS into 974,359 shares of Common Stock, which together with the shares of Common Stock underlying the
December PS represented 5.1%
of the Common Stock based on
24,338,219 shares of Common
Stock outstanding on February 16, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
December 31, 2015, which was filed with the SEC on February 16, 2016 and which is the most recently filed applicable report
prior
to
the purchase of the February PS.
Following the Conversion, the Shares disclosed
in this filing represented 18.3% of the Common Stock, which is based on 24,338,219 shares issued and outstanding as of May 16,
2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, which was filed with
the SEC on May 16, 2016 and which is the most recently filed applicable report
prior
to the Conversion. Based on 35,529,097
shares issued and outstanding as of September 26, 2016, as reported in the Issuer’s Annual Report on Form 10-K for the year
ended June 30, 2016, which was filed with the SEC on September 28, 2016 and which is the most recently filed periodic report
after
the Conversion, the Shares disclosed in this filing represented 12.5% of the Common Stock as of September 26, 2016.
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(3)
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The Shares were issued to Aptorum Group Limited (formerly known as Striker Asia Opportunity Fund and APTUS Holdings Limited) and Ian Huen has voting control and power over the Shares.
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Item
1.
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Security
and Issuer.
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This
Schedule 13D relates to the Common Stock of Rezolute, Inc., a Delaware corporation whose principal executive office is located
at 1450 Infinite Drive Louisville, Colorado 80027.
Item
2.
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Identity
and Background.
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(a-b)
This statement is filed by Aptorum Group Limited (“Aptorum” or the “Reporting Person”). The principal
business address of Aptorum is 17
th
Floor, Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong.
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(c)
The principal business of Aptorum is to be an integrated life science and biopharmaceutical company dedicated to licensing,
developing and commercializing a broad pipeline of novel therapeutics to tackle unmet medical needs around the world.
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(d)
During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the entities or individuals
named in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
During the last five years, neither the Reporting Person nor, to the best of its knowledge, any of the entities or individuals
named in Schedule A, has been 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.
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(f)
The name, citizenship, present principal occupation or employment and business address of each director and executive officer
of Aptorum are set forth in Schedule A attached hereto (such persons included in Schedule A are referred to herein as the
“Additional Persons”).
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Item
3.
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Source
and Amount of Funds and Other Consideration.
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Funds
for the purchase of the securities reported herein were derived from available working capital of Aptorum.
Item
4.
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Purpose
of Transaction.
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On
December 7, 2015, the Issuer sold and issued, as permitted by the Agreement, 256,410 shares of Series A Preferred Stock for an
aggregate purchase price of $500,000 to the Reporting Person. In February 2016, the Reporting Person purchased an additional 974,359
shares of Series A Preferred Stock for an aggregate purchase price of $1,900,000 on the same terms as set forth in the Agreement.
The
Preferred Stock had optional and mandatory conversion rights, all as set forth in section 5 of the
Certificate
of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”), which is attached as exhibit
99.2 hereto and incorporated herein by reference thereto.
On
June 24, 2016, the holders of all of the Issuer’s issued and outstanding shares of Preferred Stock (including the Reporting
Person), converted their Preferred Stock, including accrued dividends into shares of Common Stock (the “Conversion Shares”)
in accordance with the terms of the Issuer’s Certificate of Incorporation, as amended by the Certificate of Designation
(the “Conversion”). The Conversion occurred at a conversion price of $1.95 per share. The Issuer also entered into
an Exchange Agreement (the “Exchange Agreement”) with each former holder of Preferred Stock to exchange the Conversion
Shares into shares of Common Stock (the “Exchange Shares”) and related warrants (the “Exchange Warrants”)
equal to the purchase price of the Preferred Stock plus accrued dividends at an exchange rate of $1.10 per Exchange Share and
related Exchange Warrant (the “Exchange”). The form of Exchange Agreement and Exchange Warrant are attached as Exhibit
99.3 and 99.4, respectively, whose terms are hereby incorporated herein by reference. As a result of the Conversion and Exchange,
the Issuer converted an aggregate of 3,326,714 shares of Preferred Stock and issued an aggregate of 5,897,677 Exchange Shares
and Exchange Warrants to the prior Preferred Stock holders; the Reporting Person itself received 2,228,981 Exchange Shares and
2,228,981 Exchange Warrants. No shares of Preferred Stock remained outstanding following these events.
Aptorum
purchased the Preferred Shares so as to include the Issuer as part of its investment portfolio. Prior to March 2017, Aptorum pursued
passive healthcare related investments in early stage companies primarily in the United States. Since March 2017, Aptorum has
ceased all such passive investment operations and is exiting all such portfolio investments and shall focus resources on its current
business.
Except
as disclosed herein, neither Aptorum nor any of the Additional Persons have any present plan or proposal that would relate to
or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. Aptorum intends to review its
investment in the Issuer on a continuing basis to determine the best time to liquidate its position. Depending on various factors
including, without limitation, the Issuer’s financial position, price levels of the Common Stock, conditions in the securities
market and general economic and industry conditions, Aptorum endeavors to sell the Shares at a time when it will provide the best
return on their investment.
Item
5.
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Interest
in Securities of the Company.
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(a) The
aggregate number and percentage of shares of the Issuer’s common stock to which this Schedule 13D relates is 4,457,962 shares
of Common Stock constituting 8.2% of the Issuer’s outstanding common stock as of February 14, 2018.
(b) The
Reporting Person holds sole power to dispose of the Shares.
(c) Other
than the transaction described herein there has been no other transactions concerning the common stock of the Issuer effected
during the past sixty (60) days.
(d) No
other person is known to the Reporting Person or the Additional Persons to have the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale of, such securities.
(e) Not
applicable.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Company.
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The
information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable.
Other
than the foregoing agreements and arrangements, there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among Aptorum or the Additional Persons and any other person with respect to any securities of the Issuer, including,
but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item
7.
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Material
to be Filed as Exhibits.
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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.
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Date:
March 27, 2018
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By:
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/s/
Ian Huen
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Ian
Huen
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SCHEDULE
A
Officers
and Directors of Reporting Person
Note
1: The address of each individual is c/o Aptorum Group Limited, 17
th
Floor, Guangdong Investment Tower, 148 Connaught
Road Central, Hong Kong and each individual is a citizen of the Hong Kong Special Administrative Region of the People’s
Republic of China.
Note
2: The address of Charles Bathurst is c/o Aptorum Group Limited, 17
th
Floor, Guangdong Investment Tower, 148 Connaught
Road Central, Hong Kong and he is a citizen of the United Kingdom.
Note
3: The address of Mirko Scherer is c/o Aptorum Group Limited, 17
th
Floor, Guangdong Investment Tower, 148 Connaught
Road Central, Hong Kong and he is a citizen of Germany.
Name
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Principal
Occupation
(and
name/address of employer
if not one of the entities listed on this Schedule)
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Principal
Business Address
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Interest
in Issuer
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Ian
Huen
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Chief
Executive Officer and Chairman of the Board
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See
Note 1.
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-
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Darren
Lui
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President,
Chief Business Officer, and Executive Director
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See
Note 1.
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-
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Clark
Cheng
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Chief
Medical Officer and Executive Director
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See
Note 1.
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-
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Keith
Chan
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Chief
Scientific Officer
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See
Note 1.
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-
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Sabrina
Khan
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Chief
Financial Officer
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See
Note 1.
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-
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Charles
Bathurst
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Independent
Non-Executive Director and Chair of Audit Committee
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See
Note 2.
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-
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Mirko
Scherer
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Independent
Non-Executive Director
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See
Note 3.
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-
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Justin
Wu
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Independent
Non-Executive Director and Chair of Compensation Committee
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See
Note 1.
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-
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7