SEC Form 4 · accession 0001144204-18-037560
Inhibitor Therapeutics, Inc. · INTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mayne Pharma Group Ltd
10% Owner
Mayne Pharma International Pty Ltd
10% Owner
Mayne Pharma Ventures Pty Ltd
10% Owner
Period of report
Jul 5, 2018
Accepted (ET)
Jul 6, 2018 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001042418
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF1,F4 | — | Jul 5, 2018 | P | 2,318,841 | A | Jul 5, 2018 | — | Common Stock | 6,956,523 | 5,797,102 | D |
| Series A Warrants to Purchase Common StockF1,F4,F2 | $0.23 | Jul 5, 2018 | P | 1,739,131 | A | Jul 5, 2018 | Jul 5, 2020 | Common Stock | 1,739,131 | 1,739,131 | D |
| Series B Warrants to Purchase Common StockF1,F4,F3 | $0.275 | Jul 5, 2018 | P | 1,739,131 | A | Jul 5, 2018 | Jul 5, 2023 | Common Stock | 1,739,131 | 1,739,131 | D |
Explanation of responses
- F1On July 5, 2018, Mayne Pharma Ventures Pty Ltd ("Mayne Ventures") acquired (i) 2,318,841 shares of Series B Convertible Preferred Stock, (ii) Series A warrants to purchase 1,739,131 shares of Common Stock in the aggregate and (iii) Series B warrants to purchase 1,739,131 shares of Common Stock directly from the Issuer in a private placement for an aggregate purchase price of US$1,600,000 at the second closing pursuant to the terms of the securities purchase agreement, dated January 8, 2018, between Mayne Ventures and the Issuer. Each share of Series B Convertible Preferred Stock (i) may be converted by Mayne Ventures at any time into three shares of Common Stock and (ii) is entitled to the number of votes equal to the number of shares of Common Stock into which each such share of Series B Convertible Preferred Stock is convertible. The Series B Convertible Preferred Stock does not have an expiration date.
- F2The Series A warrants have an initial exercise price of US$0.23 and may be exercised by Mayne Ventures at any time prior to their expiration on July 5, 2020.
- F3The Series B warrants have an initial exercise price of US$0.275 and may be exercised by Mayne Ventures at any time prior to their expiration on July 5, 2023.
- F4These securities are directly owned by Mayne Ventures. This report is filed jointly by Mayne Ventures, Mayne Pharma International Pty Ltd ("Mayne International") and Mayne Pharma Group Limited ("Mayne Group"). Mayne Group holds 100% of the issued and outstanding equity securities of Mayne International, and Mayne International holds 100% of the issued and outstanding equity securities of Mayne Ventures. Consequently, Mayne Group and Mayne International may be deemed to beneficially own the securities that are the subject to this report indirectly, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Mayne Ventures is deemed a director by deputization by virtue of its representation on the Board of Directors of the Issuer.