Imarx Therapeutics Inc - Statement of Ownership (SC 13G)
September 26 2008 - 5:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
(Amendment
No. ___)*
IMARX THERAPEUTICS,
INC.
(Name of
Issuer)
COMMON STOCK, $0.0001 PAR
VALUE PER SHARE
(Title of
Class of Securities)
45248L
308
(CUSIP
Number)
September 17,
2008
(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 the
disclosures provided in a prior cover page.
The
information required in 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).
CUSIP
No. 45248L 308
|
13G
|
Page 2 of 5
Pages
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Saints
Capital Everest, L.P.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
N/A
(a) [__]
(b) [__]
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
1,176,471
|
6.
|
SHARED
VOTING POWER
-0-
|
7.
|
SOLE
DISPOSITIVE POWER
1,176,471
|
8.
|
SHARED
DISPOSITIVE POWER
-0-
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,176,471
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
N/A
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.57%
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 45248L 308
|
13G
|
Page 3 of 5
Pages
|
Item
1(a). Name
of Issuer:
ImaRx
Therapeutics, Inc.
Item
1(b). Address
of Issuer’s Principal Executive Offices:
1730 East
River Road, Suite 200, Tucson, AZ 85718-5893
Item
2(a). Name
of Person Filing:
Saints
Capital Everest, L.P.
Item
2(b). Address
of Principal Business Office or, if None, Residence:
475
Sansome Street, Suite 1850
San
Francisco, CA 94111
Item
2(c). Citizenship:
Formed
under the laws of the State of Delaware
Item
2(d). Title
of Class of Securities:
Common
Stock, par value $0.0001 per share
Item
2(e). CUSIP
Number:
45248L
308
Item
3.
Not
Applicable.
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: 1,176,471 shares of common stock
(b) Percent
of class: 11.57%
CUSIP
No. 45248L 308
|
13G
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Page 4 of 5
Pages
|
The
foregoing percentage is calculated based on the number of shares outstanding on
August 12, 2008 as reported in the Issuer’s Quarterly Report on Form
10-Q filed with the SEC on August 14, 2008.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote: 1,176,471
(ii) Shared
power to vote or to direct the vote: - 0 -
(iii) Sole
power to dispose or to direct the disposition of:
1,176,471 shares of common
stock
(iv) Shared
power to dispose or to direct the disposition of: - 0 -
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 5 percent of
the class of securities, check the following [__].
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
.
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 connections with or as
a participant in any transaction having that purpose or effect.
CUSIP
No. 45248L 308
|
13G
|
Page 5 of 5
Pages
|
SIGNATURE
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:
September 26, 2008
Saints
Capital Everest, L.P.
By:
Saints Capital Everest, LLC
Its
General Partner
By:
/s/ David Quinlivan
David
Quinlivan
Managing
Member
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