Statement of Ownership (sc 13g)
October 08 2019 - 7:49AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Misonix,
Inc.
(Name
of Issuer)
Common
Shares, $0.0001 par value
(Title
of Class of Securities)
604871103
(CUSIP
Number)
September
27, 2019
(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)
☒
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).
1
|
Names
of Reporting Persons
|
1315
Capital, L.P.
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(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
|
1,695,969
|
6
|
Shared
Voting Power
|
0
|
7
|
Sole
Dispositive Power
|
1,695,969
|
8
|
Shared
Dispositive Power
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,695,969
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
11.05%
|
12
|
Type
of Reporting Person (See Instructions)
|
PN
|
|
|
|
|
1
|
Names
of Reporting Persons
|
1315
Capital Management, LLC
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(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
|
1,695,969
|
6
|
Shared
Voting Power
|
0
|
7
|
Sole
Dispositive Power
|
1,695,969
|
8
|
Shared
Dispositive Power
|
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,695,969
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
11.05%
|
12
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
(a)
|
Name of Issuer: Misonix, Inc.
|
(b)
|
Address of Issuer’s Principal Executive Offices:
1938 New Highway, Farmingdale, New York 11735
|
(a)
|
Name
of Person Filing: This statement is filed by: (i) 1315 Capital, L.P., a Delaware
limited partnership and (ii) 1315 Capital Management, LLC, a Delaware limited liability
company and general partner of 1315 Capital, L.P. 1315 Capital, L.P. and 1315 Capital
Management, LLC are sometimes referred to collectively as the “Reporting Persons.”
|
|
|
(b)
|
Address
of Principal Business Office or, if None, Residence: The principle place of business
of the Reporting Persons is c/o 1315 Capital, 2929 Walnut Street, Suite 1240, Philadelphia,
PA 19104.
|
2929
Walnut Street, Suite 1240
Philadelphia,
PA 19104
(c)
|
Citizenship:
Each of the Reporting Persons are organized under the laws of the State of Delaware.
|
|
|
(d)
|
Title
and Class of Securities: Common Shares, par value $0.0001 (the “Shares”)
|
|
|
(e)
|
CUSIP
No.: 604871103
|
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:
|
|
(a)
|
☐
|
Broker or dealer registered
under Section 15 of the Act;
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19)
of the Act;
|
|
(d)
|
☐
|
Investment company registered under Section 8 of
the Investment Company Act of 1940;
|
|
(e)
|
☐
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐
|
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐
|
A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
(a)
|
Amount
Beneficially Owned:
|
|
1315
Capital, L.P.:
|
1,695,969
(1)
|
|
1315
Capital Management, LLC:
|
1,695,969
(1)
|
|
1315
Capital, L.P.:
|
11.05%
|
|
1315
Capital Management, LLC:
|
11.05%
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
|
1315
Capital, L.P.:
|
1,695,969
(1)
|
|
1315
Capital Management, LLC:
|
1,695,969
(1)
|
|
(ii)
|
Shared
power to vote or to direct the vote: 0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
|
1315
Capital, L.P.:
|
1,695,969
(1)
|
|
1315
Capital Management, LLC:
|
1,695,969
(1)
|
|
(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 the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
|
Item
6.
|
Ownership
of more than Five Percent on Behalf of Another Person. N/A
|
|
Item
7.
|
Identification
and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person. N/A
|
|
Item
8.
|
Identification
and classification of members of the group. N/A
|
|
Item
9.
|
Notice
of Dissolution of Group. N/A
|
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.
(1) Acquired pursuant to the Agreement and
Plan of Merger between Misonix, Inc., New Misonix, Inc., Motor Reincorp. Sub One, Inc., Surge Sub Two, LLC, Solsys Medical, LLC
(“Solsys”), and Greg Madden solely in his capacity as representative, in exchange for 27,116,608 Series E Preferred
Units of Solsys. 206,451 of the Shares issued to 1315 Capital, L.P. are being held in escrow and are subject to forfeiture during
the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims.
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.
Dated:
October 7, 2019
|
1315
CAPITAL MANAGEMENT, LLC
|
|
|
|
|
By:
|
/s/
Adele C. Oliva
|
|
Name:
|
Adele
C. Oliva
|
|
Title:
|
Managing
Member
|
|
|
|
|
1315
CAPITAL, L.P.
|
|
By:
1315 Capital Management, LLC, its General Partner
|
|
|
|
|
By:
|
/s/
Adele C. Oliva
|
|
Name:
|
Adele
C. Oliva
|
|
Title:
|
Managing
Member
|
6
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