CUSIP No. 72942A107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Park West Asset Management LLC
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2. Check
the Appropriate Box if a Member of a Group (See Instructions):
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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[ ]
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6. Citizenship
or Place of Organization: Delaware
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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1,473,218*
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Owned by
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Each Reporting
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9. Sole
Dispositive Power:
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0
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Person With
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10. Shared Dispositive Power:
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1,473,218*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,473,218*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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[ ]
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13. Percent of Class Represented by Amount in Row (11): 16.9%*
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14. Type
of Reporting Person (See Instructions): IA
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*Beneficial ownership percentage is based upon 8,742,136 shares of common stock, $0.001 par value per share (“Common Stock”), of
PLx Pharma Inc., a Delaware corporation (the “Issuer”), issued and outstanding as of November 1, 2018, based on information
reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2018.
Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman
Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company
(“PWPI” and, collectively with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park”) is the
sole member and manager of PWAM. As of the filing date of this report, PWIMF held 1,332,191 shares of Common Stock and, subject
to the limitation described below, warrants to purchase up to 902,528 shares of Common Stock and PWPI held 141,027 shares of Common
Stock and, subject to the limitation described below, warrants to purchase up to 115,653 shares of Common Stock. The warrants expire
on June 14, 2027 and contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would
beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such
exercise (subject to decrease upon prior written notice to the Issuer). In addition, pursuant to a Purchase Agreement (the “Purchase
Agreement”) dated December 20, 2018, among the Issuer and the investors party thereto, PWIMF was issued warrants to purchase
up to an additional 452,135 shares of Common Stock (“Commitment Warrants”), and PWPI was issued Commitment Warrants
to purchase up to an additional 47,865 shares of Common Stock, in each case subject to the limitations described herein, as a result
of which the Commitment Warrants are not exercisable within 60 days of the filing date of this report. As a result of the foregoing,
for purposes of Reg. Section 240.13d-3, PWAM may be deemed to beneficially own the 1,473,218 shares of Common Stock held in the
aggregate by the PW Funds, and no shares of Common Stock underlying the warrants (including the Commitment Warrants) held in the
aggregate by the PW Funds, for an aggregate beneficial ownership percentage of approximately 16.9% of the shares of Common Stock
deemed issued and outstanding as of the filing date of this report.
CUSIP No. 72942A107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Park West Investors Master Fund, Limited
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2. Check
the Appropriate Box if a Member of a Group (See Instructions):
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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[ ]
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6. Citizenship
or Place of Organization: Cayman Islands
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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1,332,191*
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Owned by
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Each Reporting
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9. Sole
Dispositive Power:
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0
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Person With
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10. Shared Dispositive Power:
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1,332,191*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,332,191*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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[ ]
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13. Percent of Class Represented by Amount in Row (11): 15.2%*
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14. Type
of Reporting Person (See Instructions): CO
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*Beneficial ownership percentage is based upon 8,742,136 shares of Common Stock issued and outstanding as of November 1, 2018, based on information
reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2018.
As of the filing date of this report, PWIMF held 1,332,191 shares of Common Stock and, subject to the limitation described below,
warrants to purchase up to 902,528 shares of Common Stock. The warrants expire on June 14, 2027 and contain a provision prohibiting
exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of
shares of Common Stock outstanding immediately after giving effect to such exercise (subject to decrease upon prior written notice
to the Issuer). In addition, pursuant to the Purchase Agreement, PWIMF was issued Commitment Warrants to purchase up to an additional
452,135 shares of Common Stock, subject to the limitations described herein, as a result of which the Commitment Warrants are not
exercisable within 60 days of the filing date of this report. As a result of the foregoing, for purposes of Reg. Section 240.13d-3,
PWIMF may be deemed to beneficially own 1,332,191 shares of Common Stock, and no shares of Common Stock underlying the warrants
(including the Commitment Warrants) held by PWIMF, for an aggregate beneficial ownership percentage of approximately 15.2% of the
shares of Common Stock deemed issued and outstanding as of the filing date of this report.
CUSIP No. 72942A107
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Peter S. Park
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2. Check
the Appropriate Box if a Member of a Group (See Instructions):
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(a) [ ]
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(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions): AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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[ ]
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6. Citizenship
or Place of Organization: United States of America
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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1,473,218*
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Owned by
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Each Reporting
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9. Sole
Dispositive Power:
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0
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Person With
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10. Shared Dispositive Power:
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1,473,218*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,473,218*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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[ ]
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13. Percent of Class Represented by Amount in Row (11): 16.9%*
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14. Type
of Reporting Person (See Instructions): IN
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*Beneficial ownership percentage is based upon 8,742,136 shares of Common Stock issued and outstanding as of November 1, 2018, based on information
reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2018.
PWAM is the investment manager to the PW Funds, and Mr. Park is the sole member and manager of PWAM. As of the filing date of this
report, PWIMF held 1,332,191 shares of Common Stock and, subject to the limitation described below, warrants to purchase up to
902,528 shares of Common Stock and PWPI held 141,027 shares of Common Stock and, subject to the limitation described below, warrants
to purchase up to 115,653 shares of Common Stock. The warrants expire on June 14, 2027 and contain a provision prohibiting exercise
to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to such exercise (subject to decrease upon prior written notice to
the Issuer). In addition, pursuant to the Purchase Agreement, PWIMF was issued Commitment Warrants to purchase up to an additional
452,135 shares of Common Stock, and PWPI was issued Commitment Warrants to purchase up to an additional 47,865 shares of Common
Stock, in each case subject to the limitations described herein, as a result of which the Commitment Warrants are not exercisable
within 60 days of the filing date of this report. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Mr. Park
may be deemed to beneficially own the 1,473,218 shares of Common Stock held in the aggregate by the PW Funds, and no shares of
Common Stock underlying the warrants (including the Commitment Warrants) held in the aggregate by the PW Funds, for an aggregate
beneficial ownership percentage of approximately 16.9% of the shares of Common Stock deemed issued and outstanding as of the filing
date of this report.
This Amendment No. 1 amends the Schedule 13D
filed with the Securities Exchange Commission (the “SEC”) on November 20, 2017 (the “initial Schedule 13D”
and, as amended hereby, this “Schedule 13D”), relating to the shares of common stock, par value $0.001 per share (the
“Common Stock”), of PLx Pharma, Inc., a Delaware corporation (the “Issuer”). Except as set forth below,
the initial Schedule 13D remains in effect, and capitalized terms used herein but not defined herein have such respective meanings
as defined in the initial Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be
a response to all Items where such information is relevant. The information set forth in the exhibits attached hereto is expressly
incorporated herein by reference and the response to each Item of this Schedule 13D is qualified in its entirety by the provisions
of such exhibits.
Item 4.
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Purpose of Transaction.
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Item 4 is amended and supplemented by adding
the information below:
Purchase Agreement
On December 20, 2018, the Issuer entered into
a Purchase Agreement (the “Purchase Agreement”) with the PW Funds, pursuant to which the Issuer agreed to issue 15,000
shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), including
13,565 and 1,435 shares of Series A Preferred Stock to PWIMF and PWPI, respectively, at a price of $1,000 per share, for an aggregate
purchase price of $15,000,000 (the “Private Placement”). The closing of the Private Placement is contingent on the
Issuer obtaining stockholder approval of (i) an amendment to the Issuer’s Amended and Restated Certificate of Incorporation
to authorize 1,000,000 shares of “blank check” preferred stock and (ii) the issuance of more than 20% of the Common
Stock pursuant to the Private Placement for purposes of Nasdaq Listing Rule 5635 (the “Stockholder Approval”). The
terms, rights, obligations and preferences of the Series A Preferred Stock are set forth in a Certificate of Designations, Preferences
and Rights of Series A Convertible Preferred Stock of the Issuer (the “Certificate of Designations”), to be filed with
the Secretary of State of the State of Delaware promptly following attainment of the Stockholder Approval. Copies of the form of
Certificate of Designations and the Purchase Agreement are attached hereto as Exhibits B and D, respectively, and are incorporated
herein by reference.
The Issuer also issued warrants to purchase
an aggregate of 500,000 shares of the Common Stock (the “Commitment Warrants”) to the PW Funds, including 452,135 and
47,865 to PWIMF and PWPI, respectively, exercisable at a price of $3.50 per share, subject to adjustment, provided that the Issuer
does not obtain the Stockholder Approval on or prior to April 15, 2019. The Commitment Warrants expire April 15, 2029; provided
that, in the event that the Issuer obtains the Stockholder Approval on or prior to April 15, 2019, the PW Funds shall surrender
the Commitment Warrants to the Issuer for cancellation. The holders of the Commitment Warrants may exercise the Commitment Warrants
on a cashless basis, solely to the extent no resale registration statement (or applicable exemption from registration) is available
at the time of exercise. The Issuer is prohibited from effecting an exercise of any Commitment Warrant to the extent that such
exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 9.9%
of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise (the “Beneficial
Ownership Limitation”). A copy of the form of Commitment Warrant is attached hereto as Exhibit C and is incorporated herein
by reference.
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Under the Certificate of Designations, each
share of Series A Preferred Stock will be convertible, at the holder’s option at any time, into shares of Common Stock at
a conversion rate equal to the quotient of (i) the $1,000 stated value divided by (ii) the initial conversion price of $2.60, subject
to specified adjustments for stock splits, cash or stock dividends, recapitalizations, combinations, subdivisions or other similar
events as set forth in the Certificate of Designations. Based on the initial conversion rate, approximately 5,769,230 shares of
Common Stock would be issuable upon conversion of all the shares of Series A Preferred Stock, when issued, assuming the absence
of in-kind dividends. The Series A Preferred Stock will contain limitations that prevent the holder thereof from acquiring shares
of Common Stock upon conversion that would result in the number of shares beneficially owned by such holder and its affiliates
exceeding the Beneficial Ownership Limitation.
Each holder of shares of Series A Preferred
Stock shall be entitled to receive dividends, commencing from the date of issuance of such shares of Series A Preferred Stock and
ending on the date on which the U.S. Food and Drug Administration has approved the New Drug Applications for each of Vazalore 325
mg and Vazalore 81 mg. Such dividends shall be paid by the Issuer out of funds legally available therefor, payable, subject to
the conditions and other terms set forth in the Certificate of Designations, in cash or in-kind in additional shares of Series
A Preferred Stock on the stated value of such shares of Series A Preferred Stock at the dividend rate of eight percent (8%) per
annum, which shall be cumulative and shall continue to accrue on a daily basis and compound quarterly whether or not declared and
whether or not the Issuer shall have assets legally available therefor. To the extent that applicable law or any of the Issuer’s
existing contractual restrictions prohibit any required issuance of additional shares of Series A Preferred Stock as in-kind dividends
or otherwise (the “Additional Shares”), then appropriate adjustment to the conversion price of the Series A Preferred
Stock shall be made at the time of a conversion of shares of Series A Preferred Stock or calculation of the number of shares of
Common Stock into which shares of Series A Preferred Stock are convertible, such that the number of resulting conversion shares
includes the aggregate number of shares of Common Stock into which such Series A Preferred Stock shares plus any Additional Shares
would be convertible.
Under the Certificate of Designations, each
share of Series A Preferred Stock carries a liquidation preference equal to its stated value of $1,000 (as adjusted thereunder)
plus accrued and unpaid dividends thereon, and also carries a redemption right upon certain change of control transactions equal
to the greater of the liquidation preference and the value of the Common Stock issuable upon conversion thereof (without regard
to the Beneficial Ownership Limitation), based upon a thirty-day volume weighted average price of the Common Stock prior to the
date of the redemption request.
The holders of the Series A Preferred Stock,
voting as a separate class, will have customary consent rights with respect to certain corporate actions of the Issuer, including
(a) authorizing, creating, designating, establishing, issuing or selling an increased number of shares of Series A Preferred Stock
or any other class or series of capital stock ranking senior to or on parity with the Series A Preferred Stock as to dividends
or upon liquidation; (b) adopt a plan for the liquidation, dissolution or winding up of the affairs of the Issuer or any recapitalization
plan, file any petition seeking protection under any federal or state bankruptcy or insolvency law or make a general assignment
for the benefit of creditors; (c) enter into any Change of Control Transaction (as defined in the Certificate of Designations);
(d) enter into any transaction with any affiliate or shareholder of the Issuer, which transaction has the effect, directly or indirectly,
of causing a distribution to such affiliate or shareholder in preference to the Series A Preferred
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Stock; (e) incur, assume or suffer to exist
any indebtedness for borrowed money in excess of $15,000,000 in the aggregate; (f) amend, alter or repeal the Certificate of Incorporation
or Bylaws of the Issuer and the powers, preferences, privileges, relative, participating, optional and other special rights and
qualifications, limitations and restrictions thereof, which would adversely affect any right, preference, privilege or voting power
of the Series A Preferred Stock, or which would increase or decrease the amount of authorized shares of the Series A Preferred
Stock or of any other series of preferred stock ranking senior to the Series A Preferred Stock; or (g) materially change the nature
or scope of the business of the Issuer or enter into any new line of business.
Under the Purchase Agreement, PW Funds have
certain preemption rights with respect to future financings of the Issuer, in proportion to the percentage of total outstanding
shares of Common Stock represented by the shares of Series A Preferred Stock owned by each Investor, on an as-converted basis.
Such preemption rights do not apply to public “at-the-market” offerings aggregating no more than $10,000,000 from the
date of the Purchase Agreement.
In addition, for so long as PWAM and its affiliates
hold at least 3,750 shares of the Series A Preferred Stock, the holders of the Series A Preferred Stock shall have the right to
(i) designate one representative who shall have the right to attend all meetings of the Issuer’s Board of Directors (the
“Board”) as an observer and (ii) elect, voting as a separate class, one member of the Board (the “Series A Director”);
provided, that during the term of any Series A Director, the number of observers which the Series A Preferred Stock holders have
the right to designate shall be reduced to zero.
In connection with the Private Placement, the
Issuer entered into a registration rights agreement, dated as of December 20, 2018 (the “Registration Rights Agreement”),
with the PW Funds, pursuant to which the Issuer will undertake to file within thirty days following the earlier of the date of
the closing of the Private Placement or April 15, 2019, a registration statement to register the shares of Common Stock issuable,
as applicable, upon either (x) conversion of the shares of Series A Preferred Stock issuable pursuant to the Purchase Agreement
or (y) exercise of the Commitment Warrants; and to cause such registration statement to be declared effective by the SEC as promptly
as reasonably practicable following the filing date and maintain the effectiveness of the registration statement until all of such
shares of Common Stock registered have been sold or are otherwise able to be sold pursuant to Rule 144. In the event the Issuer
fails to file, or obtain effectiveness of, such registration statement within the given period of time, the Issuer will be obligated
to pay liquidated damages to the PW Funds for every 30 days during which such filing is not made and/or effectiveness obtained,
such liquidated damages being subject to certain exceptions. A copy of the Registration Rights Agreement is attached hereto as
Exhibit E and incorporated herein by reference.
The foregoing summaries of certain of the material
terms of the Certificate of Designations, the Purchase Agreement, the Commitment Warrant and the Registration Rights Agreement
are qualified in their entirety by reference to the documents attached as exhibits hereto.
Waiver of Delaware Anti-Takeover Statute
On December 20, 2018, the Board adopted resolutions
to approve the Private Placement, as well as any additional open market purchases of Common Stock by the Reporting Persons on or
prior to January 1, 2019, such that the anti-takeover restrictions on “business combinations” contained in Section
203 of the Delaware General Corporation Law would not become applicable if, as a result of such transactions, the Reporting Persons
became the owner of 15% or more of the outstanding shares of Common Stock.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (e)
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The aggregate percentage of Common Stock reported
owned by each person named herein is based upon 8,742,136 shares of Common Stock outstanding, which is the total number of shares
of Common Stock outstanding as of November 1, 2018 as reported in the Issuer’s quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on November 9, 2018.
As of the filing date of this report, PWIMF
held 1,332,191 shares of Common Stock and, subject to the limitation described below, warrants to purchase up to 902,528 shares
of Common Stock and PWPI held 141,027 shares of Common Stock and, subject to the limitation described below, warrants to purchase
up to 115,653 shares of Common Stock. The warrants expire on June 14, 2027 and contain a provision prohibiting exercise to the
extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of Common
Stock outstanding immediately after giving effect to such exercise (subject to decrease upon prior written notice to the Issuer).
In addition, pursuant to the Purchase Agreement, PWIMF was issued Commitment Warrants to purchase up to an additional 452,135 shares
of Common Stock, and PWPI was issued Commitment Warrants to purchase up to an additional 47,865 shares of Common Stock, in each
case subject to the limitations described herein, as a result of which the Commitment Warrants are not exercisable within 60 days
of the filing date of this report. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park may
be deemed to beneficially own the 1,473,218 shares of Common Stock held in the aggregate by the PW Funds, and no shares of Common
Stock underlying the warrants (including the Commitment Warrants) held in the aggregate by the PW Funds, for an aggregate beneficial
ownership percentage of approximately 16.9% of the shares of Common Stock deemed issued and outstanding as of the filing date of
this report; and PWIMF may be deemed to beneficially own 1,332,191 shares of Common Stock, and no shares of Common Stock underlying
its warrants (including its Commitment Warrants), for an aggregate beneficial ownership percentage of approximately 15.2% of the
shares of Common Stock deemed issued and outstanding as of the filing date of this report.
Each of Mr. Park and PWAM has shared power
to vote or direct the vote of 1,473,218 shares of Common Stock. Each of Mr. Park and PWAM has shared power to dispose or direct
the disposition of 1,473,218 shares of Common Stock.
PWIMF has shared power to vote or direct the
vote of 1,332,191 shares of Common Stock. PWIMF has shared power to dispose or direct the disposition of 1,332,191 shares of Common
Stock.
Each of PWAM and Mr. Park specifically disclaims
beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.
On December 27, 2018, PWIMF acquired 378,726
shares of Common Stock and PWPI acquired 18,769 shares of Common Stock in open market transactions for a price of $1.00 per share.
Other than the foregoing transactions, or as described elsewhere in this Schedule 13D, the Reporting Persons have not effected
any transactions in the Common Stock during the sixty days preceding the filing date of this report.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is amended by adding the following exhibits to the end thereof:
B
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Form of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed on December 21, 2018).
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C
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Form of Warrant (incorporated by reference to Exhibit 4.2 of the Issuer’s Current Report on Form 8-K filed on December 21, 2018).
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D
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Purchase Agreement, dated as of December 20, 2018 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on December 21, 2018).
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E
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Registration Rights Agreement, dated as of December 20, 2018 (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed on December 21, 2018).
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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.
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PARK WEST ASSET MANAGEMENT LLC *
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By:
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/s/ Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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PARK WEST INVESTORS MASTER FUND, LIMITED
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By:
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Park West Asset Management LLC, its Investment Manager
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By:
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/s/ Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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/s/ Peter S. Park
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Peter S. Park *
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* This reporting person disclaims beneficial
ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed
an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities
Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).