Amendment: SEC Form SCHEDULE 13G/A filed by Inhibikase Therapeutics Inc.
$IKT
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Inhibikase Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
45719W205 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 45719W205 |
| 1 | Names of Reporting Persons
Fairmount Funds Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,461,101.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: The shares reported herein for the Reporting Person represent 8,625,000 shares of the Issuer's Common Stock held by Fairmount Healthcare Fund II LP ("Fund II") and 3,836,101 shares of the Issuer's Common Stock Fund II has the right to acquire through the exercise of 3,836,101 pre-funded warrants ("Pre-Funded Warrants"). The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Limitation") which precludes exercise of the warrants to the extent that, following exercise, the Reporting Person, together with its attribution parties, would own more than 9.99% of the Common Stock outstanding.
Row 11 is based on 124,461,101 shares of Common Stock outstanding as of the date of this filing, consisting of 120,899,650 shares of the Issuer's Common Stock outstanding as of November 21, 2025, as disclosed in the prospectus supplement filed pursuant to Rule 424(b)(5) filed by the Issuer with the Securities and Exchange Commission on November 21, 2025 and 3,836,101 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, subject to the beneficial ownership limitation.
SCHEDULE 13G
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| CUSIP No. | 45719W205 |
| 1 | Names of Reporting Persons
Fairmount Healthcare Fund II L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,461,101.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares reported herein for the Reporting Person represent 8,625,000 shares of the Issuer's Common Stock held by Fund II and 3,836,101 shares of the Issuer's Common Stock Fund II has the right to acquire through the exercise of 3,836,101 Pre-Funded Warrants. The Pre-Funded Warrants contain the Beneficial Ownership Limitation which precludes exercise of the warrants to the extent that, following exercise, the Reporting Person, together with its attribution parties, would own more than 9.99% of the Common Stock outstanding.
Row 11 is based on 124,461,101 shares of Common Stock outstanding as of the date of this filing, consisting of 120,899,650 shares of the Issuer's Common Stock outstanding as of November 21, 2025, as disclosed in the prospectus supplement filed pursuant to Rule 424(b)(5) filed by the Issuer with the Securities and Exchange Commission on November 21, 2025 and 3,836,101 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, subject to the beneficial ownership limitation.
SCHEDULE 13G
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| CUSIP No. | 45719W205 |
| 1 | Names of Reporting Persons
Peter Harwin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,461,101.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The shares reported herein for the Reporting Person represent 8,625,000 shares of the Issuer's Common Stock held by Fund II and 3,836,101 shares of the Issuer's Common Stock Fund II has the right to acquire through the exercise of 3,836,101 Pre-Funded Warrants. The Pre-Funded Warrants contain the Beneficial Ownership Limitation which precludes exercise of the warrants to the extent that, following exercise, the Reporting Person, together with its attribution parties, would own more than 9.99% of the Common Stock outstanding.
Row 11 is based on 124,461,101 shares of Common Stock outstanding as of the date of this filing, consisting of 120,899,650 shares of the Issuer's Common Stock outstanding as of November 21, 2025, as disclosed in the prospectus supplement filed pursuant to Rule 424(b)(5) filed by the Issuer with the Securities and Exchange Commission on November 21, 2025 and 3,836,101 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, subject to the beneficial ownership limitation.
SCHEDULE 13G
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| CUSIP No. | 45719W205 |
| 1 | Names of Reporting Persons
Tomas Kiselak | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SLOVAKIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,461,101.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The shares reported herein for the Reporting Person represent 8,625,000 shares of the Issuer's Common Stock held by Fund II and 3,836,101 shares of the Issuer's Common Stock Fund II has the right to acquire through the exercise of 3,836,101 Pre-Funded Warrants. The Pre-Funded Warrants contain the Beneficial Ownership Limitation which precludes exercise of the warrants to the extent that, following exercise, the Reporting Person, together with its attribution parties, would own more than 9.99% of the Common Stock outstanding.
Row 11 is based on 124,461,101 shares of Common Stock outstanding as of the date of this filing, consisting of 120,899,650 shares of the Issuer's Common Stock outstanding as of November 21, 2025, as disclosed in the prospectus supplement filed pursuant to Rule 424(b)(5) filed by the Issuer with the Securities and Exchange Commission on November 21, 2025 and 3,836,101 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, subject to the beneficial ownership limitation.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Inhibikase Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
1000 N. West Street, Suite 1200, Wilmington, DE 19801 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 2 to Schedule 13G amends and restates the statement on Schedule 13G originally filed on October 17, 2024 and Amendment No. 1 thereto filed on February 14, 2025.
This joint statement on Schedule 13G (this "Statement") is being filed by Fairmount Funds Management LLC ("Fairmount"), Fund II, Peter Harwin, and Tomas Kiselak. Fairmount, Fund II, Mr. Harwin, and Mr. Kiselak are collectively referred to herein as the "Reporting Persons."
The Common Stock reported herein includes Common Stock beneficially owned directly by Fund II. Fairmount Healthcare Fund II GP LLC is the general partner of Fund II. The controlling persons of Fairmount are Mr. Harwin and Mr. Kiselak. Fairmount serves as investment adviser for Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), of any securities of the Issuer held by Fund II. Fund II has delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in Fund II's portfolio, including the shares of the Issuer's Common Stock reported herein. Because Fund II has divested voting and investment power over the reported securities and cannot revoke such delegation on less than 61 days' notice, Fund II disclaims beneficial ownership of the securities for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managing members of Fairmount, Mr. Harwin and Mr. Kiselak may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of the securities reported in this Statement other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission that any of Fairmount, Mr. Harwin, or Mr. Kiselak is the beneficial owner of such securities for any other purpose. | |
| (b) | Address or principal business office or, if none, residence:
c/o Fairmount Funds Management LLC, 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428. | |
| (c) | Citizenship:
Fairmount is a Delaware limited liability company. Fund II is a Delaware limited partnership. Mr. Harwin is a United States citizen. Mr. Kiselak is a Slovak Republic citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Fund II holds (i) 8,625,000 shares of Common Stock, (ii) Pre-Funded Warrants with the right to acquire 4,460,000 shares of Common Stock, (iii) 5,290,872 Series A-1 Warrants to purchase Common Stock, or in lieu thereof, Pre-Funded Warrants at an exercise price of $1.37 per share (the "A-1 Warrants"), and (iv) 9,729,523 Series B-1 Warrants to purchase Common Stock, or in lieu thereof, Pre-Funded Warrants, at an exercise price of $1.49 per share (the "B-1 Warrants"). Pursuant to the terms of the Pre-funded Warrants, the A-1 Warrants, and the B-1 Warrants, the Reporting Persons' are subject to a beneficial ownership limitation (the "Beneficial Ownership Limitation") that prevents the Reporting Persons from exercising any of the Pre-funded Warrants, the A-1 Warrants or the B-1 Warrants to the extent that, after giving effect to such exercise, the Reporting Persons, together with their affiliates, would beneficially own more than 9.99% of the Issuer's outstanding shares of Common Stock. Giving effect to the Beneficial Ownership Limitation, the Reporting Persons can currently acquire 3,836,101 shares of Common Stock upon the exercise of Pre-Funded Warrants. | |
| (b) | Percent of class:
See the response(s) to Item 11 on the attached cover page(s). | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s). | ||
| (ii) Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover page(s). | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s). | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s). | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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.
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Exhibit Information
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99.1 Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed with the SEC on February 14, 2025) |