UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
Inhibikase Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title
of Class of Securities)
45719W205
(CUSIP Number)
October 9, 2024
(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) |
| |
☒
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 the disclosures provided in a prior cover
page.
The
information required in 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).
| CUSIP
No. 45719W205 |
SCHEDULE
13G |
| 1 |
NAME
OF REPORTING PERSONS
Commodore
Capital LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,807,507* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,807,507* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,807,507* |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* |
| 12 |
TYPE
OF REPORTING PERSON
IA |
*See
Item 4 for additional information.
| CUSIP
No. 45719W205 |
SCHEDULE
13G |
| 1 |
NAME
OF REPORTING PERSONS
Commodore
Capital Master LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,807,507* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,807,507* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,807,507* |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* |
| 12 |
TYPE
OF REPORTING PERSON
OO |
*See
Item 4 for additional information.
| CUSIP
No. 45719W205 |
SCHEDULE
13G |
| Item
1. |
(a)
Name of Issuer |
Inhibikase Therapeutics, Inc. (the “Issuer”)
| Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
3350 Riverwood Parkway SE, Suite
1900, Atlanta, Georgia 30339
| Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
| |
|
| |
This
report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”) and Commodore
Capital Master LP, a Cayman Islands exempted limited partnership (“Commodore Master”). The address for the Firm and Commodore
Master is: 444 Madison Avenue, Floor 35, New York, New York 10022. |
| Item
2. |
(d)
Title of Class of Securities |
Common Stock, $0.001 par value (the “Common Stock”)
45719W205
| Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a: |
N/A
| CUSIP
No. 45719W205 |
SCHEDULE
13G |
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
(a)
Amount Beneficially Owned: 6,807,507*
(b)
Percent of Class: 9.99%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 6,807,507*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 6,807,507*
As
reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows:
(a)
Amount Beneficially Owned: 6,807,507*
(b)
Percent of Class: 9.99%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 6,807,507*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 6,807,507*
*
On October 9, 2024, the Issuer entered into a securities purchase agreement (the “Purchase Agreement”) in connection
with a private placement (the “Private Placement”) with certain institutional and other accredited investors. Pursuant
to the Purchase Agreement, the Issuer agreed to sell in the Private Placement (i) 58,310,000 shares of Common Stock, or, in lieu
thereof, pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 21,985,000 shares of Common Stock, (ii) Series
A-1 Warrants (“Series A-1 Warrants”) to purchase up to 40,139,474 shares of Common Stock or, in lieu thereof, pre-funded
warrants (“A-1 Pre-Funded Warrants”) to purchase the same number of shares of Common Stock, and (iii) Series B-1
Warrants (“Series B-1 Warrants”) to purchase up to 73,813,529 shares of Common Stock, or, in lieu thereof, pre-funded
warrants (“B-1 Pre-Funded Warrants” and with the Pre-Funded Warrants, the Series A-1 Warrants, the A-1 Pre-Funded
Warrants and the Series B-1 Warrants, the “Warrants”) to purchase the same number of shares of Common Stock.
The
Pre-Funded Warrants, the A-1 Pre-Funded Warrants and the B-1 Pre-Funded Warrants are immediately exercisable upon issuance and can be
exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. The filing of an amendment
to the Issuer’s Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of
Delaware is necessary for the Issuer to have a sufficient number of authorized shares of Common Stock to cover the shares of Common Stock
(or A-1 Pre-Funded Warrants or B-1 Pre-Funded Warrants in lieu thereof) issuable upon the exercise of the Series A-1 Warrants and the
Series B-1 Warrants.
Pursuant
to the Purchase Agreement, the Issuer agreed to use its reasonable best efforts to hold a meeting of the Issuer’s stockholders
no later than 90 days after the closing date of the offering of securities in the Private Placement (the “Offering”) to obtain
approval of the Charter Amendment to increase the number of authorized shares of Common Stock to a number of shares of Common Stock sufficient
to allow for the full exercise of the Warrants (the “Stockholder Approval”). The Offering is expected to close on October
21, 2024, subject to satisfaction of closing conditions.
Pursuant
to the Purchase Agreement, the Issuer agreed to sell to Commodore Master in the Private Placement an aggregate of (i) 5,925,000 shares
of Common Stock, (ii) Pre-Funded Warrants to purchase up to 4,660,000 shares of Common Stock, subject to a beneficial ownership
limitation of 9.99%, (iii) Series A-1 Warrants to purchase up to 5,290,799 shares of Common Stock, subject to the Stockholder
Approval and a beneficial ownership limitation of 9.99%, and (iv) Series B-1 Warrants to purchase up to 9,729,389 shares of Common
Stock, subject to the Stockholder Approval and a beneficial ownership limitation of 9.99%.
The
Firm is the investment manager to Commodore Master. As of October 9, 2024, the Firm may be deemed to beneficially own an aggregate of
6,807,507 shares of Common Stock, including (i) 5,925,000 shares of Common Stock and (ii) Pre-Funded Warrants to purchase up
to 882,507 shares of Common Stock. The foregoing excludes (i) Pre-Funded Warrants to purchase up to 3,777,493 shares of Common
Stock because the exercise of the Pre-Funded Warrants is subject to a beneficial ownership limitation of 9.99%, (ii) Series A-1 Warrants
to purchase up to 5,290,799 shares of Common Stock because the exercise of the Series A-1 Warrants is subject to the Stockholder Approval
and a beneficial ownership limitation of 9.99%, and (iii) Series B-1 Warrants to purchase up to 9,729,389 shares of
Common Stock because the exercise of the Series B-1 Warrants is subject to the Stockholder Approval and a beneficial ownership limitation
of 9.99%. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz
and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership
percentages are based on an aggregate of 67,192,570 shares of Common Stock issued and outstanding, including (i) 8,882,570 shares of
Common Stock issued and outstanding on October 9, 2024, as reported directly by the Issuer to the Firm, and (ii) 58,310,000 shares
of Common Stock issued in the Private Placement, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 10, 2024.
| CUSIP
No. 45719W205 |
SCHEDULE
13G |
| 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 five 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.
| 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. 45719W205 |
SCHEDULE
13G |
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.
| |
Dated:
October 17, 2024 |
| |
|
| |
Commodore
Capital LP |
| |
|
|
| |
By: |
/s/
Michael Kramarz |
| |
Michael
Kramarz, Managing Partner |
| |
|
|
| |
Commodore
Capital Master LP |
| |
|
|
| |
By: |
/s/
Michael Kramarz |
| |
Michael
Kramarz, Authorized Signatory |
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe
that such information is inaccurate.
| |
Dated:
October 17, 2024 |
| |
|
| |
Commodore
Capital LP |
| |
|
|
| |
By: |
/s/
Michael Kramarz |
| |
Michael
Kramarz, Managing Partner |
| |
|
|
| |
Commodore
Capital Master LP |
| |
|
|
| |
By: |
/s/
Michael Kramarz |
| |
Michael
Kramarz, Authorized Signatory |
Inhibikase Therapeutics (NASDAQ:IKT)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Inhibikase Therapeutics (NASDAQ:IKT)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
