UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SALARIUS PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
79400X 107
(CUSIP Number)
Jonathan P. Northrup
2450 Holcombe Blvd.
Suite J-608
Houston, TX
(346) 772-0346
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
February 11, 2020
(Date of Event which Requires Filing of this Statement)
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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
| * | 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).
CUSIP No. 79400X 107
| 1. |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO.
Jonathan P. Northrup | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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| 3. | SEC USE ONLY
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| 4. | SOURCE OF FUNDS
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| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
352,713 shares (See Item 5(a)) | ||||
| 8. | SHARED VOTING POWER
0 shares | |||||
| 9. | SOLE DISPOSITIVE POWER
352,713 shares. (See Item 5(a)) | |||||
| 10. | SHARED DISPOSITIVE POWER
0 shares. | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,413 shares.1 (See Item 5(a)) | |||||
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.83%2 | |||||
| 14. | TYPE OF REPORTING PERSON
IN | |||||
| 1 | Includes 3,000 shares of Common Stock that are issuable upon exercise of stock options held by the Reporting Person and 8,700 shares of Common Stock that are issuable upon exercise of warrants held by the Reporting Person. The stock options may be exercised at any time at a strike price of $8.00. |
| 2 | Based upon 12,864,654 shares of Common Stock outstanding as of February 11, 2020. |
Explanatory Note: This Amendment No. 1 to Schedule 13D is being filed by Jonathan P. Northrup (the “Reporting Person”), pursuant to §240.13d-2(a), to amend the Schedule 13D filed by the Reporting Person on July 29, 2019 (the “Existing Schedule 13D”) relating to the Common Stock $0.0001 par value per share (the “Common Stock”) of Salarius Pharmaceuticals, Inc. (the “Company”). The purpose of this amendment is to reflect the additional shares of Common stock purchased by the Reporting Person since July 29, 2019 and to reflect that the Reporting Person no longer holds 5% or more of the outstanding shares of Common Stock.
Except as set forth below, all Items of the Existing Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Existing Schedule 13D.
| Item 1 | Security and Issuer |
There are no amendments to Item 1 of the Existing Schedule 13D.
| Item 2 | Identity and Background |
There are no amendments to Item 2 of the Existing Schedule 13D.
| Item 3 | Source and Amount of Funds or Other Consideration |
On February 11, 2020, the Company sold 8,353,480 Class A Units in an underwritten registered public offering pursuant to the Company’s Registration Statement on Form S-1 (the “Public Offering”). Each unit consisted of one share of common stock and a five-year warrant to purchase one share of Common Stock. The Reporting Person purchased 8,700 Class A Units at a per unit purchase price of $1.15 and an aggregate purchase price of $10,005.00, out of his own personal funds. As a result of the Public Offering, the Reporting Person no longer holds 5% or more of the outstanding shares of Common Stock.
| Item 4 | Purpose of Transaction |
As a result of the Public Offering, the Reporting Person no longer holds 5% or more of the outstanding shares of Common Stock.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a), 5(b) and 5(c) of the Existing Schedule 13D are hereby amended and restated in their entirety as follows:
| (a) | As of the close of business on the date hereof, the Reporting Person beneficially owned an aggregate of 364,413 shares of Common Stock, which includes 3,000 shares of Common Stock that are issuable upon exercise of stock options held by the Reporting Person and 8,700 shares of Common Stock that are issuable upon exercise of warrants held by the Reporting Person. The stock options and warrants discussed above may be exercised at any time with an exercise price of $8.00 and $1.15, respectively. The Reporting Person beneficially owns approximately 2.83% of the shares of common stock outstanding (based upon 12,864,654 shares of Common Stock outstanding as of February 11, 2020). |
| (b) | The Reporting Person has: |
(i) Sole power to vote or to direct vote: See Row 7 of cover page hereto.
(ii) Shared power to vote or to direct the vote: See Row 8 of cover page hereto.
(iii) Sole power to dispose or to direct the disposition of: See Row 9 of cover page hereto.
(iv) Shared power to dispose or to direct the disposition of: See Row 10 of cover page hereto.
| (c) | The information disclosed above under Item 3 regarding the Public Offering is incorporated herein by reference. As a result of the Company’s registered offering, as of February 11, 2020, the Reporting Person no longer beneficially owns 5% or more of the outstanding shares of Common Stock of the Issuer. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
There are no amendments to Item 6 of the Existing Schedule 13D.
| Item 7. | Material to be Filed as Exhibits |
There are no amendments to Item 7 of the Existing Schedule 13D.
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: February 20, 2020
| Signature: | ||
| By: | /s/ Jonathan P. Northrup | |
| Name: | Jonathan P. Northrup | |