SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
Aptose Bioscience Inc.
(Name of Issuer)
Common Shares, no par
value
(Title of Class of
Securities)
03835T200
(CUSIP Number)
May 4, 2022
(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
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
(the “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.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Bios Special Opportunity Fund,
LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
3,311,458 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
3,311,458 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,311,458 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
3.6% (2)
|
|
12 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
|
| (1) |
Consists of 3,311,458 outstanding shares of
common stock of the Issuer, no par value (“Shares”), directly held
by Bios Special Opportunity Fund, LP as of the date hereof.
Aaron Fletcher is the manager of Bios Advisors GP, LLC, the general
partner of Bios Capital Management, LP, the general partner of Bios
Equity SOF I, LP, the general partner of Bios Special Opportunity
Fund, LP. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Bios Special Opportunity Fund II,
LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
925,042 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
925,042 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
925,042 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.11% (2)
|
|
12 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
|
| (1) |
Consists of 925,042 outstanding Shares, directly
held by Bios Special Opportunity Fund II, LP as of the date hereof.
Aaron Fletcher is the manager of Bios Advisors GP, LLC, the general
partner of Bios Capital Management, LP, the general partner of Bios
Equity SOF I, LP, the general partner of Bios Special Opportunity
Fund II, LP. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Bios Equity Partners SOF I,
LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
4,236,500 (1)
|
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
4,236,500 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,236,500 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
4.6% (2)
|
|
12 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
|
| (1) |
Consists of 4,236,500 outstanding Shares of which
925,042 shares are directly held by Bios Special Opportunity Fund
II, LP and 3,311,458 are directly held by Bios Special Opportunity
Fund, LP.
Aaron Fletcher is the manager of Bios Advisors GP, LLC, the general
partner of Bios Capital Management, LP, the general partner of Bios
Equity SOF I, LP, the general partner of each of Bios
Special Opportunity Fund II, LP and
Bios Special Opportunity Fund, LP. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Precise Bios Special Opportunities
LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
250,000 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
250,000 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
250,000 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.3% (2)
|
|
12 |
TYPE OF REPORTING PERSON
OO
|
| |
|
|
|
|
| (1) |
Consists of 250,000 outstanding Shares directly
held by Precise Bios Special Opportunities LLC as of the date
hereof. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Joseph O’Donnell
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
100,000 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
100,000 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
100,000 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.11% (2)
|
|
12 |
TYPE OF REPORTING PERSON
IN
|
| |
|
|
|
|
| (1) |
Consists of 100,000 outstanding Shares, directly
held by Joseph O’Donnell as of the date hereof. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Kleinheinz Family Foundation for the
Arts and Education
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
124,100 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
124,100 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
124,100 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.1% (2)
|
|
12 |
TYPE OF REPORTING PERSON
OO
|
| |
|
|
|
|
| (1) |
Consists of 124,100 outstanding Shares directly
held by the Kleinheinz Family Foundation for the Arts and Education
as of the date hereof. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Robert Vernon Vanman
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
200,000 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
200,000 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
200,000 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.2% (2)
|
|
12 |
TYPE OF REPORTING PERSON
OO
|
| |
|
|
|
|
| (1) |
Consists of 200,000 outstanding Shares directly
held by Robert Vernon Vanman as of the date hereof. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Vanman Charitable
Foundation
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
200,000 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
200,000 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
200,000 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.2% (2)
|
|
12 |
TYPE OF REPORTING PERSON
OO
|
| |
|
|
|
|
| (1) |
Consists of 200,000 outstanding Shares directly
held by Vanman Charitable Foundation as of the date
hereof. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Bios Capital Management,
LP
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
5,110,600 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
5,110,600 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,110,600 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.5% (2)
|
|
12 |
TYPE OF REPORTING PERSON
PN
|
| |
|
|
|
|
| (1) |
Solely in its capacity as the general partner of
Bios Equity Partners SOF I, LP, which is the general partner of
each of Bios Special Opportunity Fund II, LP and Bios Special
Opportunity Fund, LP, and in its capacity as investment adviser to
each of Precise Bios Special Opportunities LLC, Joseph O’Donnell,
Kleinheinz Family Foundation for the Arts and Education, Robert
Vernon Vanman, and Vanman Charitable Foundation. Aaron Fletcher is
the manager of Bios Advisors GP, LLC, the general partner of Bios
Capital Management, LP, the general partner of Bios Equity SOF I,
LP, the general partner of each of Bios Special Opportunity Fund
II, LP and Bios Special Opportunity Fund, LP. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Bios Advisors GP, LLC
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
5,110,600 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
5,110,600 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,110,600 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
5.5% (2)
|
|
12 |
TYPE OF REPORTING PERSON
OO
|
| |
|
|
|
|
| (1) |
Solely in its capacity as the general partner of
Bios Capital Management, L.P., the general partner of each Bios
Equity Partners SOF I, LP, which is the general partner of each of
Bios Special Opportunity Fund II, LP and Bios Special Opportunity
Fund, LP, and the investment adviser to each of Precise Bios
Special Opportunities LLC, Joseph O’Donnell, Kleinheinz Family
Foundation for the Arts and Education, Robert Vernon Vanman, and
Vanman Charitable Foundation. Aaron Fletcher is the manager of Bios
Advisors GP, LLC, the general partner of Bios Capital Management,
LP, the general partner of Bios Equity SOF I, LP, the general
partner of each of Bios Special Opportunity Fund II, LP and Bios
Special Opportunity Fund, LP. |
| (2) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
CUSIP No.
03835T200
|
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Aaron G.L. Fletcher
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions) |
(a) ¨
(b) x
|
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
6,246,788 (1) |
|
|
6 |
SHARED VOTING POWER
0 |
|
|
7 |
SOLE DISPOSITIVE POWER
6,246,788 (1) |
|
|
8 |
SHARED DISPOSITIVE POWER
0 |
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,246,788 (1)
|
|
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
Not Applicable.
|
¨ |
|
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
6.77% (2)
|
|
12 |
TYPE OF REPORTING PERSON
IN, HC
|
| |
|
|
|
|
| (1) |
Consists of 1,136,188 outstanding Shares directly
held by Aaron G.L. Fletcher as of the date hereof, as well as in
his capacity as Manager of Bios Advisors GP, LLC, the general
partner of Bios Capital Management, LP, the general partner of each
Bios Equity Partners SOF I, LP, which is the general partner of
each of Bios Special Opportunity Fund II, LP and Bios Special
Opportunity Fund, LP. Bios Capital Management LP also act as the
investment adviser to each of Precise Bios Special Opportunities
LLC, Joseph O’Donnell, Kleinheinz Family Foundation for the Arts
and Education, Robert Vernon Vanman, and Vanman Charitable
Foundation. Aaron Fletcher is the manager of Bios Advisors GP, LLC,
the general partner of Bios Capital Management, LP, the general
partner of Bios Equity SOF I, LP, the general partner of each of
Bios Special Opportunity Fund II, LP and Bios Special Opportunity
Fund, LP. |
| (4) |
Based on 92,294,734 Shares outstanding as of
September 30, 2022, as reported in the Issuer’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
November 1, 2022. |
|
Item 1(a) |
Name of Issuer: |
Aptose Bioscience Inc.
|
Item 1(b) |
Address of Issuer’s Principal Executive Offices: |
251 Consumers Road, Suite 1105
Toronto, Ontario M2J 4R3
Canada
|
Item 2(a) |
Name of Persons Filing: |
Bios Special Opportunity Fund II, LP, Bios Special Opportunity
Fund, LP, Bios Equity Partners SOF I, LP, Precise Bios Special
Opportunities LLC, Joseph O'Donnell, Kleinheinz Family Foundation
for the Arts and Education, Robert Vernon Vanman, Vanman Charitable
Foundation, Bios Advisors GP, LLC, and Aaron G.L. Fletcher.
|
Item 2(b) |
Address of Principal Business Office of the Reporting
Persons: |
1751 River Run, Suite 400
Fort Worth, TX 76107
Texas, USA
|
Item 2(d) |
Title of Class of Securities: |
Common Shares
03835T200
|
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or
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 association 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:
__________________________________________________
The information contained in Items 5-9 and 11 of the cover pages of
this Schedule 13G is hereby incorporated by reference into this
Item 4.
Bios Special Opportunity Fund II, LP (“SOF II”) is the direct owner
of 925,042 Shares, constituting approximately 0.11% of the Issuer’s
Shares, and has the sole power to vote and dispose of such
securities.
Bios Special Opportunity Fund, LP (“SOF”) is the direct owner of
3,311,458 Shares, constituting approximately 3.6% of the Issuer’s
Shares, and has the sole power to vote and dispose of such
securities.
Bios Equity Partners SOF I, LP (“BEP SOF I”), in its capacity as
the general partner of SOF II and SOF, has the ability to direct
the management of the business of SOF II and SOF, including the
power to vote and dispose of securities held by SOF II and SOF.
Therefore, BEP SOF I may be
deemed to have indirect beneficial ownership of the Shares held
by SOF II and SOF.
Precise Bios Special Opportunities LLC is the direct owner of
250,000 Shares, constituting approximately 0.3% of the Issuer’s
Shares. Bios Capital Management, LP (“Bios Capital Management”), in
its capacity as investment adviser to Precise Bios Special
Opportunities LLC, has the sole power to vote and dispose of such
securities.
Joseph O’Donnell is the direct owner of 100,000 Shares,
constituting approximately 0.11% of the Issuer’s Shares. Bios
Capital Management, in its capacity as investment adviser to Mr.
O’Donnell has the sole power to vote and dispose of such
securities.
Kleinheinz Family Foundation for the Arts and Education is the
direct owner of 124,100 Shares, constituting approximately 124,100
of the Issuer’s Shares. Bios Capital Management, in its capacity as
investment adviser to the Kleinheinz Family Foundation has the sole
power to vote and dispose of such securities.
Robert Vernon Vanman is the direct owner of 200,000 Shares,
constituting approximately 0.2% of the Issuer’s Shares. Bios
Capital
Management, in its capacity as investment adviser to Robert Vernon
Vanman has the sole power to vote and dispose of such
securities.
Vanman Charitable Foundation is the direct owner of 200,000 Shares,
constituting approximately 0.2% of the Issuer’s Shares. Bios
Capital Management, in its capacity as investment adviser to the
Vanman Charitable Foundation has the sole power to vote and dispose
of such securities.
Bios Capital Management, LP (“Bios Capital Management”) in its
capacity as the general partner of BEP SOF I has the ability to
direct the management of the business of BEP SOF I, including the
power to vote and dispose of securities indirectly beneficially
owned by BEP SOF I. Additionally, Bios Capital Management act as
the investment adviser to each of Precise Bios Special
Opportunities LLC, Joseph O’Donnell, Kleinheinz Family Foundation
for the Arts and Education, Robert Vernon Vanman, and Vanman
Charitable Foundation, and has the ability to vote or dispose of
the Shares reported by those persons or entities. Therefore, Bios
Capital Management may be
deemed to have indirect beneficial ownership of the Shares held
by BEP SOF I, Precise Bios Special Opportunities LLC, Joseph
O’Donnell, Kleinheinz Family Foundation for the Arts and Education,
Robert Vernon Vanman, and Vanman Charitable Foundation.
Bios Advisors GP, LLC (“Bios Advisors”), in its capacity as the
general partner of Bios Capital Management, has the ability to
direct the management of the business of Bios Capital Management,
including the power to vote and dispose of securities indirectly
beneficially owned by Bios Capital Management. Therefore, Bios
Advisors may be deemed to
have indirect beneficial ownership of the Shares indirectly
beneficially owned by Bios Capital Management, LP.
Aaron G.L. Fletcher is the direct owner of 1,136,188 Shares. Aaron
G.L. Fletcher, in his capacity as Manager of Bios Advisors, has the
ability to direct the management of the business of Bios Advisors,
including the power to vote and dispose of securities indirectly
beneficially owned by Bios Advisors. Therefore, Aaron G.L. Fletcher
may be deemed to have
indirect beneficial ownership of the Shares indirectly beneficially
owned by Bios Advisors GP, LLC.
Pursuant to Rule 13d-4 of
the Exchange Act, the Reporting Persons declare that filing this
Schedule 13G shall not be construed as an admission that any such
person is, for the purposes of Section 13(d) and/or Section 13(g)
of the Exchange Act, the beneficial owner of any securities covered
by this Schedule 13G except to the extent of such person’s
pecuniary interest in the Units, and except to the extent of its
pecuniary interest, such beneficial ownership is expressly
disclaimed by each Reporting Person.
All calculations of percentage ownership herein are based on
92,294,734 Shares outstanding as of September 30, 2022, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 1, 2022.
|
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 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 or Control Person. |
Not Applicable.
|
Item 8. |
Identification and Classification of Members of the
Group. |
Not Applicable.
|
Item 9. |
Notice of Dissolution of Group. |
Not Applicable.
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, other
than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of the undersigned’s
knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: January 17, 2023
| |
BIOS SPECIAL OPPORTUNITY FUND II, LP |
| |
|
|
|
By: |
Bios Equity
Partners SOF I, its general partner |
| |
|
|
|
By: |
Bios Capital Management,
LP, its general partner |
| |
|
|
|
By: |
Bios Advisors GP, LLC,
its general partner |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
|
|
| |
BIOS SPECIAL OPPORTUNITY FUND I, LP |
| |
|
|
|
By: |
Bios Equity Partners SOF
I, its general partner |
| |
|
|
|
By: |
Bios Capital Management,
LP, its general partner |
| |
|
|
|
By: |
Bios Advisors GP, LLC,
its general partner |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
|
|
| |
BIOS EQUITY PARTNERS SOF I |
| |
|
|
|
By: |
Bios Capital Management,
LP, its general partner |
| |
|
|
|
By: |
Bios Advisors GP, LLC,
its general partner |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
|
|
| |
PRECISE BIOS SPECIAL OPPORTUNITIES LLC |
| |
|
|
|
By: |
Bios Capital Management,
LP, its investment adviser |
| |
|
|
|
By: |
Bios Advisors GP, LLC,
its general partner |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
JOSEPH O’DONNELL |
| |
|
|
|
By: |
Bios Capital Management,
LP, its investment adviser |
| |
|
|
|
By: |
Bios Advisors GP, LLC,
its general partner |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
|
|
| |
KLEINHEINZ FAMILY FOUNDATION FOR THE ARTS AND
EDUCATION |
| |
|
|
|
By: |
Bios Capital Management,
LP, its investment adviser |
| |
|
|
|
By: |
Bios Advisors GP, LLC,
its general partner |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
|
|
| |
ROBERT VERNON VANMAN |
| |
|
|
|
By: |
Bios Capital Management,
LP, its investment adviser |
| |
|
|
|
By: |
Bios Advisors GP, LLC,
its general partner |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
|
|
| |
VANMAN CHARITABLE FOUNDATION |
| |
|
|
|
By: |
Bios Capital Management,
LP, its investment adviser |
| |
|
|
|
By: |
Bios Advisors GP, LLC,
its general partner |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
|
|
| |
BIOS CAPITAL MANAGEMENT, LP |
| |
|
|
|
By: |
Bios Advisors GP, LLC,
its general partner |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
BIOS ADVISORS GP, LLC |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher, Manager |
| |
|
|
| |
AARON G.L. FLETCHER |
| |
|
|
|
By: |
/s/ Aaron Glenn Louis
Fletcher |
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