UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A
(Amendment No. 2)*

 

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).

 
 

EXPLANATORY NOTE

 

This Amendment No. 2 is being filed jointly by the Reporting Persons and amends the Schedule 13G/A (Amendment No. 1) filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 26, 2021. The purpose of this Amendment No. 2 is to revise the date in Item 4., paragraph two, from October 27, 2019 to October 27, 2020.

 
 
         
CUSIP No. 72941H400   13G/A   Page 3 of 8 Pages
         

1.   NAMES OF REPORTING PERSONS

NanoTx, Corp.
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o
   
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
 
00,000
  6.   SHARED VOTING POWER
 
230,769
  7.   SOLE DISPOSITIVE POWER
 
00,000
  8.  

SHARED DISPOSITIVE POWER
 
230,769

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

230,769 (See Item 4)
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.83%
   
12.   TYPE OF REPORTING PERSON (see instructions)

CO
   
 
 
         
CUSIP No. 72941H400   13G/A   Page 4 of 8 Pages
         

1.   NAMES OF REPORTING PERSONS

Andrew Brenner
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o
   
3.  

SEC USE ONLY


 

   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
00,000
  6.   SHARED VOTING POWER
 
230,769
  7.   SOLE DISPOSITIVE POWER
 
00,000
  8.  

SHARED DISPOSITIVE POWER
 
230,769

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

230,769 (See Item 4)
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.83%
   
12.   TYPE OF REPORTING PERSON (see instructions)

IN
   
 
 
         
CUSIP No. 72941H400   13G/A   Page 5 of 8 Pages
         

1.   NAMES OF REPORTING PERSONS

William Phillips
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o
   
3.  

SEC USE ONLY


 

   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
00,000
  6.   SHARED VOTING POWER
 
230,769
  7.   SOLE DISPOSITIVE POWER
 
00,000
  8.  

SHARED DISPOSITIVE POWER
 
230,769

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

230,769 (See Item 4)
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.83%
   
12.   TYPE OF REPORTING PERSON (see instructions)

IN
   
 
 
         
CUSIP No. 72941H400   13G/A   Page 6 of 8 Pages
         

1.   NAMES OF REPORTING PERSONS

Ande Bao
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o
   
3.  

SEC USE ONLY


 

   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
00,000
  6.   SHARED VOTING POWER
 
230,769
  7.   SOLE DISPOSITIVE POWER
 
00,000
  8.  

SHARED DISPOSITIVE POWER
 
230,769

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

230,769 (See Item 4)
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.83%
   
12.   TYPE OF REPORTING PERSON (see instructions)

IN
   
 
 
         
CUSIP No. 72941H400   13G/A   Page 7 of 8 Pages
         

Amendment No. 2 to Schedule 13G

 

This Amendment No. 2 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, 2020 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.

       
      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.  
 
 
         
CUSIP No. 72941H400   13G/A   Page 8 of 8 Pages
         

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

   
 

/s/ Dr. Andrew Brenner

Dr. Andrew Brenner

   
 

/s/ Dr. William Phillips

Dr. William Phillips

   
 

/s/ Dr. Ande Bao

Dr. Ande Bao

   
 

NanoTx, Corp., by:

 

/s/ Dr. Andrew Brenner

Dr. Andrew Brenner, President