Form SC 13G - Statement of Beneficial Ownership by Certain Investors
October 28 2024 - 4:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Amendment No )*
Under the Securities Exchange Act of 1934
INHIBIKASE
THERAPEUTICS INC
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45719W205
(CUSIP Number)
October 21, 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:
* |
The remainder of this cover page shall be filled out for a reporting persons 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).
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1. |
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NAMES OF REPORTING PERSONS SP IKT HOLDINGS
LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
83-18418459 |
2. |
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (a) ☐ (b) ☐
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
5,840,000 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
5,840,000 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,840,000 |
10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
11. |
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 8.69% |
12. |
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TYPE OF REPORTING PERSON
(See Instructions) OO |
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1. |
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NAMES OF REPORTING PERSONS SP Soleus
Holdings LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
83-1818459 |
2. |
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (a) ☐ (b) ☐
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
5,840,000 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
5,840,000 |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,840,000 |
10. |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
11. |
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 8.69% |
12. |
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TYPE OF REPORTING PERSON
(See Instructions) OO |
Inhibikase Therapeutics, Inc. (the Issuer)
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(b) |
Address of Issuers Principal Executive Offices |
3350 Riverwood Parkway SE, Suite 1900
Atlanta, GA 30339
Item 2.
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(a) |
Name of Person Filing |
This statement is filed on behalf of SP IKT Holdings LLC and SP Soleus Holdings LLC (each, a Reporting Person).
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(b) |
Address of Principal Business Office, or if none, Residence |
The address of the principal business office of each of the Reporting Persons is
20 Horseneck Ln.
Greenwich, CT
06880
Each of the Reporting Persons is a limited liability company organized under the laws of the State of Delaware.
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(d) |
Title of Class of Securities |
Common Stock, par value $0.001 per share (Common Stock)
45719W205
Item 3. |
If this statement is filed pursuant to §240.13d-1(b) or
240.13d.2(b) or (c), check whether the person filing is a: |
Not Applicable.
The Reporting Persons are either holding companies without operations, or are principally engaged in the business of investment management or making,
purchasing, selling and holding investments. SP Soleus Holdings LLC is the sole Member of SP IKT Holdings LLC. SP Soleus Holdings LLC is managed by a four-member board of managers, which currently includes Charles A. Davis, Stephen Friedman, David
J. Wermuth and Christopher Timchak.
Action by the board of managers is by simple majority vote. No individual manager on the board of managers has voting
or dispositive control over the reported securities and, therefore, no individual manager has or shares beneficial ownership of such securities and this Statement shall not be construed as an admission of beneficial ownership that any individual
manager of the Reporting Person is a beneficial owner of any of the securities covered by this Statement.
The ownership percentages reported in this Statement are based on (i) 67,192,570 shares of Common Stock
outstanding as of October 21, 2024, as reported by the Issuer pursuant to that certain Schedule 14F-1 filed on October 11, 2024 (giving effect to 58,310,000 shares of Common Stock sold by the Issuer
pursuant to a securities purchase agreement, dated October 9, 2024, as reported by the Issuer in its Current Report on Form 8-K filed on October 10, 2024).
(c) the information contained on the cover pages to this Schedule 13G is incorporated in this statement by reference.
Item 5. |
Ownership of Five Percent or Less of a Class |
Not Applicable
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 |
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.
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.
Date: October 28, 2024
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SP SOLEUS HOLDINGS LLC |
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By: |
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/s/ Chris Timchak |
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Name: Chris Timchak |
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Title: Vice President |
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SP IKT HOLDINGS LLC |
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By: |
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/s/ Chris Timchak |
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Name: Chris Timchak |
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Title: Vice President |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement on Schedule 13G jointly pursuant to Rule
13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended,
the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock of Inhibikase Therapeutics, Inc. beneficially owned by each of them. This Joint Filing
Agreement shall be included as an exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of October 28, 2024.
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SP SOLEUS HOLDINGS LLC |
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By: |
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/s/ Chris Timchak |
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Name: Chris Timchak |
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Title: Vice President |
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SP IKT HOLDINGS LLC |
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By: |
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/s/ Chris Timchak |
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Name: Chris Timchak |
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Title: Vice President |
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