Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
17 Dezembro 2024 - 7:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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MONOPAR THERAPEUTICS INC
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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Tactic Pharma LLC
c/o 1000 Skokie Blvd, Ste 350,
Wilmette, IL, 60091
(847) 388-0349
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(Name, address and telephone number of person
authorized to receive notices and communications)
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December 9, 2024
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(Date of event which requires filing of this statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box .☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for 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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NAME OF REPORTING PERSONS
Tactic Pharma LLC
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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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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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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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7
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SOLE VOTING POWER
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855,589
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8
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SHARED VOTING POWER
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0.00
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9
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SOLE DISPOSITIVE POWER
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855,589
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10
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SHARED DISPOSITIVE POWER
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0.00
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,589
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
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14
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TYPE OF REPORTING PERSON
OO
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1
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NAME OF REPORTING PERSONS
ANDREW MAZAR
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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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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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1
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8
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SHARED VOTING POWER
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855,589
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9
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SOLE DISPOSITIVE POWER
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1
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10
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SHARED DISPOSITIVE POWER
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855,589
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,590
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%
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14
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TYPE OF REPORTING PERSON
IN
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1
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NAME OF REPORTING PERSONS
CHANDLER ROBINSON
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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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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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181,807 (1)
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8
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SHARED VOTING POWER
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855,589
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9
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SOLE DISPOSITIVE POWER
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181,807 (1)
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10
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SHARED DISPOSITIVE POWER
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855,589
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,396 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% (1)
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14
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TYPE OF REPORTING PERSON
IN
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(1) INCLUDES 125,645 STOCK OPTIONS EXERCISABLE WITHIN 60 DAYS
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1
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NAME OF REPORTING PERSONS
THOMAS O’HALLORAN
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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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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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2,801
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8
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SHARED VOTING POWER
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855,589
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9
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SOLE DISPOSITIVE POWER
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2,801
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10
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SHARED DISPOSITIVE POWER
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855,589
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
858,390
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
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14
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TYPE OF REPORTING PERSON
IN
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1
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NAME OF REPORTING PERSONS
MICHAEL BROWN
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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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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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48,429 (1)
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8
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SHARED VOTING POWER
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855,589
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9
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SOLE DISPOSITIVE POWER
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48,429 (1)
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10
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SHARED DISPOSITIVE POWER
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855,589
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
904,018 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1% (1)
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14
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TYPE OF REPORTING PERSON
IN
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(1) INCLUDES 17,256 STOCK OPTIONS EXERCISABLE WITHIN 60 DAYS
SCHEDULE 13D
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D (the “Initial Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D”) filed with the Securities and Exchange Commission on December 23, 2019 by Tactic Pharma LLC (“Tactic Pharma”), Andrew Mazar, Chandler Robinson, Thomas O’Halloran and Michael Brown (the “Reporting Persons”) with respect to the Common Stock, par value $0.001 per share, of Monopar Therapeutics Inc (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Initial Schedule 13D. This Amendment No. 1 amends Item 5 and 6 to the extent set forth below.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is amended and restated to read as follows:
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(a,b)
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Refer to the cover pages. All percentages are calculated based on 5,277,796 shares of Common Stock outstanding as of December 16, 2024.
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(c)
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Except as described in Item 6, the the Reporting Persons have not effected any transaction in the securities of the Issuer during the past 60 days.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby supplemented as follows:
On December 9, 2024, TacticGem LLC (“TacticGem”) made a pro rata distribution of all of the shares of Common Stock that were held by it to its members, Tactic Pharma and Gem Pharmecuticals, LLC (“Gem”). Tactic Pharma and the other Reporting Persons were already deemed to beneficially own their pro rata interest in the shares held indirectly by TacticGem, so the distribution did not result in any change to the beneficial ownership of the Reporting Persons.
The Reporting Persons and Gem agreed to lock-up provisions with each other prohibiting sales of the distributed Common Stock until December 31, 2025, without the mutual consent of representatives of both Tactic Pharma and Gem. In addition, the Reporting Persons will continue to have the same registration rights previously exercisable through TacticGem, but the lock-up agreement also provided that neither the Reporting Persons nor Gem would exercise such rights until December 31, 2025, without the mutual consent of representatives of both Tactic Pharma and Gem.
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.
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TACTIC PHARMA LLC
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Dated: December 16, 2024
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By:
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/s/ Chandler Robinson
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Chandler Robinson
Managing Member
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Dated: December 16, 2024
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By:
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/s/ Chandler Robinson
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Chandler Robinson
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Dated: December 16, 2024
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By:
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/s/ Michael Brown
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Michael Brown
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Dated: December 16, 2024
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By:
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/s/ Thomas O’Halloran
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Thomas O’Halloran
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Dated: December 16, 2024
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By:
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/s/ Andrew Mazar
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Andrew Mazar
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