SEC Form 4 · accession 0001560183-15-000001
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
Director · 10% Owner
Period of report
May 15, 2015
Accepted (ET)
May 19, 2015 · 4:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001042418
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 15, 2015 | A | 33,333,333 | — | A | 121,177,230 | I | Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF1,F3,F2 | $0.075 | May 15, 2015 | A | 33,333,333 | A | — | — | Common Stock | 33,333,333 | 43,583,902 | I |
Explanation of responses
- F1On May 15, 2015, Mayne Pharma Ventures Pty Ltd ("Mayne Ventures") and HedgePath Pharmaceuticals, Inc. (the "Issuer") entered into a definitive agreement under which Mayne Ventures will invest $2,500,000 in the Issuer and will receive 33,333,333 shares of the Issuer's common stock and a warrant to purchase 33,333,333 shares of the Issuer's common stock at a per share exercise price of $0.075. The warrant may be exercised by Mayne Ventures in whole or in part at any time prior to the fifth anniversary of the issuance date. The funding and closing of the financing is expected to occur within five business days of the date of the agreement.
- F2This report is filed jointly by Mayne Pharma Group Ltd ("Mayne Group"), Mayne Pharma International Pty Ltd ("Mayne International") and Mayne Ventures. 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 beneficially own the securities that are the subject of 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 virtute of its representation on the Board of Directors of the Issuer.
- F3Includes (i) a warrant to purchase 10,250,569 shares of the Issuer's common stock issued on June 24, 2014 (and reported on a Form 4 filed on June 26, 2014 by Mayne Ventures) and (ii) the warrant that is being acquired in connection with the transactions covered by this report.