Statement of Ownership (sc 13g)
May 14 2020 - 3:35PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Plus
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
72941H400
(CUSIP
Number)
May
6, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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).
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CUSIP No. 72941H400
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13G
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Page 2 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
NanoTx, Corp.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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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
Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
00,000
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6.
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SHARED
VOTING POWER
230,769
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7.
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SOLE
DISPOSITIVE POWER
00,000
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8.
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SHARED
DISPOSITIVE POWER
230,769
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,769 (See Item 4)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.61%
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12.
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TYPE OF
REPORTING PERSON (see instructions)
CO
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CUSIP No. 72941H400
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13G
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Page 3 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
Andrew Brenner
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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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
United States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
00,000
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6.
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SHARED
VOTING POWER
230,769
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7.
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SOLE
DISPOSITIVE POWER
00,000
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8.
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SHARED
DISPOSITIVE POWER
230,769
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,769 (See Item 4)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.61%
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12.
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TYPE OF
REPORTING PERSON (see instructions)
IN
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CUSIP No. 72941H400
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13G
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Page 4 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
William Phillips
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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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
United States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
00,000
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6.
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SHARED
VOTING POWER
230,769
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7.
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SOLE
DISPOSITIVE POWER
00,000
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8.
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SHARED
DISPOSITIVE POWER
230,769
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,769 (See Item 4)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.61%
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12.
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TYPE OF
REPORTING PERSON (see instructions)
IN
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CUSIP No. 72941H400
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13G
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Page 5 of 8 Pages
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1.
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NAMES
OF REPORTING PERSONS
Ande Bao
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
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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
United States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
00,000
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6.
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SHARED
VOTING POWER
230,769
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7.
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SOLE
DISPOSITIVE POWER
00,000
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8.
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SHARED
DISPOSITIVE POWER
230,769
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,769 (See Item 4)
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.61%
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12.
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TYPE OF
REPORTING PERSON (see instructions)
IN
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CUSIP No. 72941H400
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13G
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Page 6 of 8 Pages
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Item 1.
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(a)
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Name of Issuer
Plus Therapeutics, Inc. (the “Issuer”)
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(b)
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Address
of Issuer’s Principal Executive Offices
4200 Marathon Blvd., Suite
200
Austin, Texas 78756
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Item 2.
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(a)
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Name of Person Filing
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(b)
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Address of the Principal Office or, if
none, residence
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(c)
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Citizenship
This Schedule 13G is being
filed on behalf of (i) Dr. Andrew Brenner, an individual who is a citizen of the United States of America (“Dr.
Brenner”), (ii) Dr. William Phillips, an individual who is a citizen of the United States of America (“Dr.
Phillips”), (iii) Dr. Ande Bao, an individual who is a citizen of the United States of America (“Dr. Bao”),
and (iv) NanoTx, Corp., a Delaware corporation (“NanoTx” and together with Dr. Brenner, Dr. Phillips and Dr.
Bao, collectively the “Reporting Persons”).
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
the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)
of the Securities Exchange Act of 1934, as amended.
The principal business office
of the Reporting Persons is 6500 River Place Blvd, Bldg 7, Ste 250, Austin, TX 78730.
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(d)
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Title
of Class of Securities
Common stock, $0.001 par
value per share, of the Issuer (the “Common Stock”).
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(e)
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CUSIP
Number
72941H400
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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:
Not
applicable.
Item 4. Ownership.
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The information
required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and
is incorporated herein by reference for each such Reporting Person.
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The Issuer’s
Annual Report on Form 10-K for the annual period ended December 31, 2019 filed with the Securities and Exchange Commission on
March 30, 2020, discloses that the total number of outstanding shares of Common Stock as of March 20, 2020 was 3,880,588. The
percentages set forth on row (11) are based on the Issuer’s total number of outstanding shares of Common Stock plus the
230,769 shares which may be deemed to be beneficially owned by the Reporting Persons.
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CUSIP No. 72941H400
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13G
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Page 7 of 8 Pages
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Dr. Brenner,
Dr. Phillips and Dr. Bao serve as Directors of NanoTx, in whose name the Common Stock is held. As such, they may be deemed to
be beneficial owners of the Common Stock. Dr. Brenner, Dr. Phillips and Dr. Bao disclaim beneficial ownership of these securities.
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Item 5. Ownership
of Five Percent or Less of a Class.
Not
applicable.
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.
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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.
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CUSIP No. 72941H400
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13G
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Page 8 of 8 Pages
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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: May 13,
2020
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/s/
Andrew Brenner
Dr.
Andrew Brenner
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/s/
William Phillips
Dr.
William Phillips
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/s/
Ande Bao
Dr.
Ande Bao
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NanoTx,
Corp., by:
/s/
Andrew Brenner
Dr.
Andrew Brenner, President
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