Form SC 13G - Statement of Beneficial Ownership by Certain Investors
November 14 2024 - 3:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Kiora
Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
49721T507
(CUSIP Number)
September 30, 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:
x
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).
1 |
Names of reporting persons |
ADAR1 Capital Management, 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 |
Texas |
Number of
shares
beneficially
owned by each
reporting
person with: |
5 |
Sole voting power |
0 |
6 |
Shared voting power |
310,828(1) |
7 |
Sole dispositive power |
0 |
8 |
Shared dispositive power |
310,828(1) |
9 |
Aggregate amount beneficially owned by each reporting person |
310,828
|
10 |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
11 |
Percent of class represented by amount in Row (9) |
9.99%(2) |
12 |
Type of reporting person (see instructions) |
OO |
(1) |
Includes
(i) 161,699 shares of common stock, par value $0.01 per share (“Common Stock”) held by ADAR1 Partners, LP, (ii) 38,522
shares of Common Stock held by Spearhead Insurance Solutions IDF, LLC and (iii) 110,607 shares of Common Stock underlying pre-funded
warrants and milestone warrants held by ADAR Partners, LP as of November 5, 2024. Excludes 1,270,264 shares of Common Stock
underlying pre-funded warrants and milestone warrants held by ADAR Partners, LP, the exchange and exercise of which are subject to
9.99% beneficial ownership limitations. As the investment manager of ADAR1 Partners, LP and as the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management,
LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions IDF, LLC. |
(2) |
Based on 3,000,788 shares of Common Stock of Kiora Pharmaceuticals, Inc. (the “Issuer”) outstanding as of November 6, 2024 reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on November 8, 2024. |
1 |
Names of reporting persons |
ADAR1 Capital Management 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 |
Texas |
Number of
shares
beneficially
owned by each reporting
person with: |
5 |
Sole voting power |
0 |
6 |
Shared voting power |
315,103(1) |
7 |
Sole dispositive power |
0 |
8 |
Shared dispositive power |
315,103(1) |
9 |
Aggregate amount beneficially owned by each reporting person |
315,103 |
10 |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
11 |
Percent of class represented by amount in Row (9) |
9.99%(2) |
12 |
Type of reporting person (see instructions) |
OO |
(1) |
Includes
(i) 161,699 shares of common stock held by ADAR1 Partners, LP and (ii) 153,404 shares of Common Stock underlying pre-funded warrants
and milestone warrants held by ADAR Partners, LP as of November 5, 2024. Excludes 1,227,467 shares of Common Stock underlying
pre-funded warrants and milestone warrants held by ADAR Partners, LP, the exchange and exercise of which are subject to 9.99%
beneficial ownership limitations. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to
indirectly beneficially own securities held by ADAR1 Partners, LP. |
(2) |
Based on 3,000,788 shares of Common Stock of the Issuer outstanding
as of November 6, 2024 reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024,
filed with the SEC on November 8, 2024. |
1 |
Names of reporting persons |
Daniel Schneeberger |
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 |
Switzerland |
Number of
shares
beneficially
owned by each reporting
person with: |
5 |
Sole voting power |
0 |
6 |
Shared voting power |
310,828(1) |
7 |
Sole dispositive power |
0 |
8 |
Shared dispositive power |
310,828(1) |
9 |
Aggregate amount beneficially owned by each reporting person |
310,828 |
10 |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) |
¨ |
11 |
Percent of class represented by amount in Row (9) |
9.99%(2) |
12 |
Type of reporting person (see instructions) |
IN |
(1) |
Includes
(i) 161,699 shares of common stock, par value $0.01 per share (“Common Stock”) held by ADAR1 Partners, LP, (ii) 38,522
shares of Common Stock held by Spearhead Insurance Solutions IDF, LLC and (iii) 110,607 shares of Common Stock underlying pre-funded
warrants and milestone warrants held by ADAR Partners, LP as of November 5, 2024. Excludes 1,270,264 shares of Common Stock
underlying pre-funded warrants and milestone warrants held by ADAR Partners, LP, the exchange and exercise of which are subject to
9.99% beneficial ownership limitations. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Mr.
Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and Spearhead Insurance Solutions
IDF, LLC. |
(2) |
Based on 3,000,788 shares of Common Stock of the Issuer outstanding as of November 6, 2024 reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on November 8, 2024. |
Item 1(a) |
Name of issuer: |
Kiora Pharmaceuticals, Inc.
Item 1(b) |
Address of issuer’s principal executive offices: |
332 Encinitas Blvd. Suite 102, Encinitas, CA 92024
Item 2(a) |
Name of person filing: |
This Schedule is being filed
on behalf of each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
|
(i) |
ADAR1 Capital Management, LLC (“ADAR1 Capital Management”); |
|
(ii) |
ADAR1 Capital Management GP, LLC (“ADAR1 General Partner”); and |
|
(iii) |
Daniel Schneeberger (“Mr. Schneeberger”). |
Item 2(b) |
Address or principal business office or, if none, residence: |
The address of the principal business office of
each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.
|
(i) |
ADAR1 Capital Management is a Texas limited liability company; |
| (ii) | ADAR1
General Partner is a Texas limited liability company; and |
| (iii) | Mr.Schneeberger is a citizen of Switzerland. |
Item 2(d) |
Title of Class of Securities: |
Common Stock, par value $0.01 per share
49721T507
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: |
|
(a) |
¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
|
|
|
|
(b) |
¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
|
(c) |
¨ Insurance company defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
|
(d) |
¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
|
|
(e) |
xAn investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
|
(f) |
¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
|
|
|
|
(g) |
x A parent holding company or control person in
accordance with § 240.13d-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 (15 U.S.C. 80a-3); |
|
|
|
|
(j) |
¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
|
|
|
|
(k) |
¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________.
ADAR1 Capital Management, LLC
Amount beneficially owned: | |
| 310,828 | |
Percent of class: | |
| 9.99 | % |
Number of shares as to which the Reporting Person has: | |
| | |
Sole power to vote or direct the vote: | |
| 0 | |
Shared power to vote or direct the vote: | |
| 310,828 | |
Sole power to dispose or direct the disposition of: | |
| 0 | |
Shared power to dispose or direct the disposition of: | |
| 310,828 | |
ADAR1 Capital Management GP, LLC
Amount beneficially owned: | |
| 315,103 | |
Percent of class: | |
| 9.99 | % |
Number of shares as to which the Reporting Person has: | |
| | |
Sole power to vote or direct the vote: | |
| 0 | |
Shared power to vote or direct the vote: | |
| 315,103 | |
Sole power to dispose or direct the disposition of: | |
| 0 | |
Shared power to dispose or direct the disposition of: | |
| 315,103 | |
Daniel Schneeberger
Amount beneficially owned: | |
| 310,828 | |
Percent of class: | |
| 9.99 | % |
Number of shares as to which the Reporting Person has: | |
| | |
Sole power to vote or direct the vote: | |
| 0 | |
Shared power to vote or direct the vote: | |
| 310,828 | |
Sole power to dispose or direct the disposition of: | |
| 0 | |
Shared power to dispose or direct the disposition of: | |
| 310,828 | |
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 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 acquired and are held in the ordinary course of business and 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 my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 14, 2024
|
ADAR1 CAPITAL MANAGEMENT, LLC |
|
|
|
/s/
Daniel Schneeberger |
|
Daniel Schneeberger |
|
Manager |
|
ADAR1 CAPITAL MANAGEMENT GP, LLC |
|
|
|
/s/
Daniel Schneeberger |
|
Daniel Schneeberger |
|
Manager |
|
/s/
Daniel Schneeberger |
|
Daniel Schneeberger, in his individual capacity |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of
a statement on Schedule 13G (including amendments thereto) with respect to shares of common stock, par value $0.01 per share of Kiora
Pharmaceuticals, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings.
In evidence thereof, the undersigned,
being duly authorized, have executed this Joint Filing Agreement as of November 14, 2024.
|
ADAR1 CAPITAL MANAGEMENT, LLC |
|
|
|
/s/
Daniel Schneeberger |
|
Daniel Schneeberger |
|
Manager |
|
ADAR1 CAPITAL MANAGEMENT GP, LLC |
|
|
|
/s/
Daniel Schneeberger |
|
Daniel Schneeberger |
|
Manager |
|
/s/
Daniel Schneeberger |
|
Daniel Schneeberger, in his individual capacity |
Kiora Pharmaceuticals (PK) (USOTC:KPHMW)
Historical Stock Chart
From Nov 2024 to Dec 2024
Kiora Pharmaceuticals (PK) (USOTC:KPHMW)
Historical Stock Chart
From Dec 2023 to Dec 2024