If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d
-1(g), check the following box.[ ]
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 ("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).
|
1.
|
Names of Reporting Persons.
|
|
|
|
|
|
Avego
Healthcare Capital LLC
|
|
2.
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
|
|
|
|
|
(a)
[ ]
|
|
|
|
|
|
(b)
[ ]
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
|
|
|
|
|
|
Not
applicable
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or
2(e)
[ ]
|
|
|
|
|
|
|
|
6.
|
Citizenship or Place of Organization
|
|
|
|
|
|
Delaware
|
|
Number of
|
7.
|
Sole Voting Power
|
|
Shares
|
|
0
|
|
Beneficially
|
|
|
|
Owned by
|
8.
|
Shared Voting Power
|
|
Each
|
|
111,526
|
|
Reporting
|
|
|
|
Person
|
9.
|
Sole Dispositive Power
|
|
With
|
|
0
|
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
|
|
|
111,526
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
111,526
|
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row
(11)
|
|
|
|
|
|
1.11%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
|
|
|
|
|
00
|
2
|
1.
|
Names of Reporting Persons.
|
|
|
|
|
|
Mayura
Trust B
|
|
2.
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
|
|
|
|
|
(a)
[ ]
|
|
|
|
|
|
(b)
[ ]
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
|
|
|
|
|
|
Not
applicable.
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
|
|
|
|
|
|
6.
|
Citizenship or Place of Organization
|
|
|
|
|
|
Nevada
|
|
Number of
|
7.
|
Sole Voting Power
|
|
Shares
|
|
0
|
|
Beneficially
|
|
|
|
Owned by
|
8.
|
Shared Voting Power
|
|
Each
|
|
111,526
|
|
Reporting
|
|
|
|
Person
|
9.
|
Sole Dispositive Power
|
|
With
|
|
0
|
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
|
|
|
111,526
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
111,526
|
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [
]
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row
(11)
|
|
|
|
|
|
1.11%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
|
|
|
|
|
00
|
3
|
1.
|
Names of Reporting Persons.
|
|
|
|
|
|
Bala
Venkataraman
|
|
2.
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
|
|
|
|
|
(a)
[ ]
|
|
|
|
|
|
(b)
[ ]
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
|
|
|
|
|
|
Not
applicable
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
|
|
|
|
|
|
6.
|
Citizenship or Place of Organization
|
|
|
|
|
|
United
States of America
|
|
Number of
|
7.
|
Sole Voting Power
|
|
Shares
|
|
0
|
|
Beneficially
|
|
|
|
Owned by
|
8.
|
Shared Voting Power
|
|
Each
|
|
111,526
|
|
Reporting
|
|
|
|
Person
|
9.
|
Sole Dispositive Power
|
|
With
|
|
0
|
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
|
|
|
111,526
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
111,526
|
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [
]
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row
(11)
|
|
|
|
|
|
1.11%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
|
|
|
|
|
IN HC
|
4
|
1.
|
Names of Reporting Persons.
|
|
|
|
|
|
Mayura
One LLC
|
|
2.
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
|
|
|
|
|
(a)
[ ]
|
|
|
|
|
|
(b)
[ ]
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
|
|
|
|
|
|
Not
applicable
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
|
|
|
|
|
|
6.
|
Citizenship or Place of Organization
|
|
|
|
|
|
Nevada
|
|
Number of
|
7.
|
Sole Voting Power
|
|
Shares
|
|
0
|
|
Beneficially
|
|
|
|
Owned by
|
8.
|
Shared Voting Power
|
|
Each
|
|
111,526
|
|
Reporting
|
|
|
|
Person
|
9.
|
Sole Dispositive Power
|
|
With
|
|
0
|
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
|
|
|
111,526
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
111,526
|
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row
(11)
|
|
|
|
|
|
1.11%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
|
|
|
|
|
00
|
5
|
1.
|
Names of Reporting Persons.
|
|
|
|
|
|
Yelena
Epova
|
|
2.
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
|
|
|
|
|
(a)
[ ]
|
|
|
|
|
|
(b)
[ ]
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
|
|
|
|
|
|
Not
applicable
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or
2(e) [ ]
|
|
|
|
|
|
|
|
6.
|
Citizenship or Place of Organization
|
|
|
|
|
|
United
States of America
|
|
Number of
|
7.
|
Sole Voting Power
|
|
Shares
|
|
0
|
|
Beneficially
|
|
|
|
Owned by
|
8.
|
Shared Voting Power
|
|
Each
|
|
111,526
|
|
Reporting
|
|
|
|
Person
|
9.
|
Sole Dispositive Power
|
|
With
|
|
0
|
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
|
|
|
111,526
|
|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
|
|
|
|
|
111,526
|
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row
(11)
|
|
|
|
|
|
1.11%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
|
|
|
|
|
IN HC
|
6
|
1.
|
Names of Reporting Persons.
|
|
|
|
|
|
Christopher R. Manning
|
|
2.
|
Check the Appropriate Box if a Member of a
Group (See Instructions)
|
|
|
|
|
|
(a)
[ ]
|
|
|
|
|
|
(b)
[ ]
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
|
|
|
|
|
|
Not
applicable
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or
2(e) [ ]
|
|
|
|
|
|
|
|
6.
|
Citizenship or Place of Organization
|
|
|
|
|
|
United
States of America
|
|
Number of
|
7.
|
Sole Voting Power
|
|
Shares
|
|
0
|
|
Beneficially
|
|
|
|
Owned by
|
8.
|
Shared Voting Power
|
|
Each
|
|
111,526
|
|
Reporting
|
|
|
|
Person
|
9.
|
Sole Dispositive Power
|
|
With
|
|
0
|
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
|
|
|
111,526
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
111,526
|
|
12.
|
Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [ ]
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row
(11)
|
|
|
|
|
|
1.11%
|
|
14.
|
Type of Reporting Person (See Instructions)
|
|
|
|
|
|
IN HC
|
7
Item 1. Security and Issuer
This
Amendment No. 1 amends the statement on Schedule 13D originally filed on
September 28, 2017 (as amended, the
Statement
), relating to common
stock, par value $0.01 per share (the
Common Stock
) of Acer
Therapeutics, Inc., a Texas corporation (the
Issuer
), having its
principal executive office at One Gateway Center, Suite 351, 300 Washington
Street, Newton, MA 02458. Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meaning ascribed to such terms in the
Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item
3 is hereby amended by adding the following paragraphs at the end of such Item:
Between
November 7, 2017 and January 3, 2018, the Reporting Persons sold, in the
aggregate, 7,149 shares of Common Stock in the open market. As of January 3,
2018, the Reporting Persons maintained beneficial ownership, in the aggregate,
of 520,834 shares of the Issuers Common Stock. During this same time period,
the issued and outstanding shares of the Issuers Common Stock increased from
6,450,766 to 7,497,433. As a result of the Reporting Persons sales of shares of
Common Stock and the increase in issued and outstanding shares of Common Stock,
the percentage ownership of the Issuers Common Stock retained by the Reporting
Persons decreased during the described period from 8.18% to 6.95% .
Between
January 4, 2018 and January 22, 2018, the Reporting Persons sold, in the
aggregate, 71,393 shares of Common Stock in the open market (such series of
transactions referred to herein as the
Disposition
Transactions
Series 1
). The aggregate sales price of $1,334,959.63 was received in
connection with the sale of shares of Common Stock sold through the Disposition
Transactions Series 1. The number of shares sold on each day and the price or
volume weighted average price for such shares is set forth in Schedule III-1 to
this Statement and is incorporated herein by reference. As a result of the
Reporting Persons sales of shares of Common Stock through the Disposition
Transactions Series 1, the percentage ownership of Common Stock retained by the
Reporting Persons during the described period decreased from 6.95% to 5.99% .
Between
January 23, 2018 and February 2, 2018, the Reporting Persons sold, in the
aggregate, 79,198 shares of Common Stock in the open market (such series of
transactions referred to herein as the
Disposition
Transactions
Series 2
). The aggregate sales price of $1,511,541.22 was received in
connection with the sale of shares of Common Stock sold through the Disposition
Transactions Series 2. The number of shares sold on each day and the price or
volume weighted average price for such shares is set forth in Schedule III-2 to
this Statement and is incorporated herein by reference. As a result of the
Reporting Persons sales of shares of Common Stock through the Disposition
Transactions Series 2, the percentage ownership of Common Stock retained by the
Reporting Persons during the described period decreased from 5.99% to 4.94% .
Between
February 6, 2018 and September 27, 2018, the Reporting Persons sold, in the
aggregate, 258,717 shares of Common Stock in the open market (such series of
transactions referred to herein as the
Disposition
Transactions
Series 3
), resulting in the current percentage ownership of 1.11% .
Notwithstanding
the additional sale of shares of Common Stock through the Disposition
Transactions Series 3, it was as a result of the Disposition Transactions Series
2 that the aggregate ownership of shares of Common Stock of the Issuer by the
Reporting Persons had decreased to a level below five percent (5%) of all issued
and outstanding shares of the Issuers Common Stock.
Item 4. Purpose of Transaction
Item
4 is hereby amended by adding the following paragraph at the end of such Item:
The
Reporting Persons disposed of shares of Common Stock in the Issuer by way of the
Disposition Transactions Series 1, Disposition Transactions Series 2 and
Disposition Transactions Series 3 for working capital needs and in response to
market factors deemed favorable by the Reporting Persons.
As
a result of all such transactions, the aggregate ownership of shares of Common
Stock of the Issuer by the Reporting Persons has decreased to a level below five
percent (5%) of all issued and outstanding shares of Common Stock, and, as a
result thereof, Issuer is filing this statement to report a change in beneficial
ownership that terminates the Reporting Persons obligation to report on
Schedule 13D under the Securities and Exchange Act of 1934, as amended, subject
to any future reporting obligations that may arise.
Item 5. Interest in Securities of the Issuer
(a)
Amount beneficially owned and percentage of class:
8
Following
the last transaction comprising the Disposition Transactions Series 3:
Avego
is the direct record owner of 111,526 shares of Common Stock. The aggregate
number of shares of Common Stock beneficially owned by Avego is 111,526,
representing approximately 1.11% of the Common Stock outstanding as of December
31, 2018.
Voting
and investment power with respect to the shares of beneficial interest of the
Issuer owned by Avego may be deemed to be shared by Mayura Trust, Mayura One,
BV, YE and CM. The controlling Member of Avego is Mayura Trust which has the
right to appoint BV as Avegos Manager. The sole Trustee of Mayura Trust is
Mayura One, the members of which, each of whom has the ability to act
independently of the others, are BV, YE and CM. None of Mayura Trust, Mayura
One, BV, YE or CM directly own any shares of Common Stock. Each of Mayura Trust,
Mayura One, BV, YE or CM is the beneficial owner of 111,526 shares of Common
Stock, representing approximately 1.11% of the Common Stock outstanding as of
December 31, 2018.
Voting
and investment power with respect to the shares of beneficial interest of the
Issuer owned by Avego may be deemed shared by Mayura Trust as the controlling
Member of Avego with the right to appoint the Manager. Mayura Trust does not
directly own any shares of Common Stock. Mayura Trust may be deemed to
beneficially own the 111,526 shares of Common Stock held by Avego, representing
1.11% of the Common Stock outstanding as of December 31, 2018.
Voting
and investment power with respect to the shares of beneficial interest of the
Issuer owned by Avego may be deemed shared by Mayura One as the Trustee of
Mayura Trust. Mayura One does not directly own any shares of Common Stock.
Mayura One may be deemed to beneficially own the 111,526 shares of Common Stock
held by Avego, representing 1.11% of the Common Stock outstanding as of December
31, 2018.
Voting
and investment power with respect to the shares of beneficial interest of the
Issuer owned by Avego may be deemed to be shared by BV as the Manager, a
beneficiary of Mayura Trust, and a member of Mayura One. BV does not directly
own any shares of Common Stock. BV may be deemed to beneficially own the 111,526
shares of Common Stock held by Avego, representing approximately 1.11% of the
Common Stock outstanding as of December 31, 2018.
Voting
and investment power with respect to the shares of capital stock of the Issuer
owned by Avego may be deemed to be shared by each of BV, YE and CM each of whom
is a member of Maura One, which is the trustee of Mayura Trust, which is
entitled to appoint the Manager of Avego. Neither BV, YE nor CM owns any shares
of Common Stock. Each of BV, YE and CM may be deemed to beneficially own the
111,526 shares of Common Stock held by Avego representing approximately 1.11% of
the Common Stock outstanding as of December 31, 2018.
(b)
Number of shares of Common Stock as to which such person has:
|
(i)
|
Sole power to vote or direct the
vote:
|
|
Avego
|
0
|
|
Mayura Trust
|
0
|
|
Mayura One
|
0
|
|
BV
|
0
|
|
YE
|
0
|
|
CM
|
0
|
|
(ii)
|
Shared power to vote or direct the
vote:
|
|
Avego
|
111,526
|
|
Mayura Trust
|
111,526
|
|
Mayura One
|
111,526
|
|
BV
|
111,526
|
|
YE
|
111,526
|
|
CM
|
111,526
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of:
|
|
Avego
|
0
|
|
Mayura Trust
|
0
|
|
Mayura One
|
0
|
|
BV
|
0
|
|
YE
|
0
|
|
CM
|
0
|
9
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
|
Avego
|
111,526
|
|
Mayura Trust
|
111,526
|
|
Mayura One
|
111,526
|
|
BV
|
111,526
|
|
YE
|
111,526
|
|
CM
|
111,526
|
The
percentages of beneficial ownership reported in this Schedule 13D are based on
10,087,363 Common Shares of beneficial interest of the Issuer outstanding as of
December 31, 2018, such number of shares being based on information made
publicly available by the Issuer.
To
the Reporting Persons knowledge, as of December 31, 2018, none of the other
individuals named in Item 2 of this Schedule 13D beneficially own any Common
Shares.
(c)
Transactions effected in the past sixty days.
There
have been no reportable transactions with respect to the Common Shares within
the last 60 days by the Reporting Persons.
(d)
No other person is known to have the right to receive, or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the securities
covered by this Schedule 13D.
(e)
Not applicable.
Item 7. Material to Be Filed as Exhibits
Exhibit
1: Joint Filing Agreement, dated September 28, 2017 attached to the Schedule as
originally filed, incorporated herein by reference.
Exhibit
III-1: Schedule of number of shares and purchase price for Disposition
Transactions Series 1.
Exhibit
III-2: Schedule of number of shares and purchase price for Disposition
Transactions Series 2.
10
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: April __, 2019
|
AVEGO HEALTHCARE CAPITAL LLC
|
|
|
|
By:
/s/ Bala
Venkataraman
|
|
Name: Bala Venkataraman
|
|
Title: Manager
|
|
By:
|
MAYURA ONE, TRUSTEE
|
|
|
|
|
|
By:
/s/ Bala
Venkataraman
|
|
|
Name: Bala Venkataraman
|
|
|
Title: Member
|
|
|
|
|
|
By:
/s/ Yelena
Epova
|
|
|
Name: Yelena Epova
|
|
|
Title: Member
|
|
|
|
|
|
By:
/s/ Christopher R.
Manning
|
|
|
Name: Christopher R. Manning
|
|
|
Title: Member
|
11
Schedule III-1
Disposition Transactions Series 1
Date
|
Quantity
|
Price / Share
|
Total
Consideration
|
Shares
Remaining
|
01/04/2018
|
6,000
|
$16.1111
|
$96,666.60
|
514,834
|
01/05/2018
|
4,000
|
$16.6184
|
$66,473.60
|
510,834
|
01/09/2018
|
2,199
|
$17.3392
|
$38,128.90
|
508,635
|
01/10/2018
|
5,000
|
$18.6119
|
$93,059.50
|
503,635
|
01/11/2018
|
20,954
|
$19.7666
|
$414,189.34
|
482,681
|
01/12/2018
|
9,400
|
$18.7600
|
$176,344.00
|
473,281
|
01/16/2018
|
1,500
|
$18.8777
|
$28,316.55
|
471,781
|
01/17/2018
|
2,340
|
$19.3913
|
$45,375.64
|
469,441
|
01/18/2018
|
5,000
|
$18.9910
|
$94,955.00
|
464,441
|
01/19/2018
|
5,000
|
$19.0773
|
$95,386.50
|
459,441
|
01/22/2018
|
10,000
|
$18.6064
|
$186,064.00
|
449,441
|
TOTAL
|
71,393
|
-
|
$1,334,959.63
|
-
|
Volume Weighted Average Purchase Price (Sales between
01/04/2018 and 01/22/2018): $18.70
12
Schedule III-2
Disposition Transactions Series 2
Date
|
Quantity
|
Price / Share
|
Total
Consideration
|
Shares
Remaining
|
01/23/2018
|
5,000
|
$18.6544
|
$93,272.00
|
444,441
|
01/24/2018
|
7,000
|
$18.6633
|
$130,643.10
|
437,441
|
01/25/2018
|
5,000
|
$18.6678
|
$93,339.00
|
432,441
|
01/26/2018
|
10,000
|
$19.1046
|
$191,046.00
|
422,441
|
01/29/2018
|
10,000
|
$19.2787
|
$192,787.00
|
412,441
|
01/30/2018
|
12,500
|
$19.2445
|
$240,556.25
|
399,941
|
01/31/2018
|
15,000
|
$19.2396
|
$288,594.00
|
384,941
|
02/01/2018
|
9,698
|
$19.3117
|
$187,284.87
|
375,243
|
02/02/2018
|
5,000
|
$18.8038
|
$94,019.00
|
370,243
|
TOTAL
|
79,198
|
-
|
$1,511,541.22
|
-
|
Volume Weighted Average Purchase Price (Sales between
01/23/2018 and 02/02/2018): $19.09
13