Amended Statement of Ownership (sc 13g/a)
February 26 2021 - 10:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 1)*
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)
December
31, 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/A
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Page 2 of 7 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)
4.83%
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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/A
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Page 3 of 7 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)
4.83%
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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/A
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Page 4 of 7 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
|
|
|
11.
|
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.83%
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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/A
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Page 5 of 7 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)
4.83%
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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/A
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Page 6 of 7 Pages
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Amendment
No. 1 to Schedule 13G
This Amendment
No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with
the Securities and Exchange Commission (the “SEC”) on May 14, 2020 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Schedule 13G.
Item 4. Ownership.
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.
The Issuer’s
Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on November 6, 2020, discloses that the
total number of outstanding shares of Common Stock as of October 27, 2019 was 4,779,584. The percentages set forth on row (11)
are based on the Issuer’s total number of outstanding shares of Common Stock.
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.
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 each Reporting Person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following x
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/A
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Page 7 of 7 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:
February 24, 2021
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/s/
Dr. Andrew Brenner
Dr.
Andrew Brenner
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/s/
Dr. William Phillips
Dr.
William Phillips
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/s/
Dr. Ande Bao
Dr.
Ande Bao
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NanoTx,
Corp., by:
/s/
Dr. Andrew Brenner
Dr.
Andrew Brenner, President
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