New insider Chardan Capital Markets Llc claimed ownership of 1,626,500 shares (SEC Form 3)
$WENA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/21/2024 |
3. Issuer Name and Ticker or Trading Symbol
ANEW Medical, Inc. [ WENA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,626,500(1)(2) | D(3) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant | 06/21/2024 | 06/21/2029 | Common Stock | 115,000(4) | $11.5 | D | |
| Unit Purchase Options (Option to Buy) | 06/21/2024 | 03/30/2027 | Common Stock, Warrant and Right | 724,500(5) | $11.5 | D | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents (i) 1,500,000 shares of the Issuer's common stock (the "Common Stock") assigned to Chardan Capital Markets LLC ("CCM") by Dr. Joseph Sinkule, the Issuer's Chief Executive Officer, as partial payment of an investment banking fee due to CCM in connection with the Issuer's initial business combination, which was consummated on June 21, 2024, (ii) 115,000 shares of Common Stock issued to CCM upon conversion of the Private Units and (iii) 11,500 shares of Common Stock issued to CCM upon conversion of the rights included in the Private Units. The Issuer issued 115,000 private units (the "Private Units") to CCM in a private placement that closed concurrently with the Issuer's initial public offering on April 4, 2022 (including exercise of the underwriter's over-allotment option). |
| 2. Each Private Unit consists of one share of Common Stock, one redeemable warrant to purchase one share of Common Stock at an exercise price of $11.50 per share and one right entitling the holder to receive one-tenth (1/10) of a share of Common Stock upon consummation of the Issuer's initial business combination. |
| 3. This Form 3 is being filed by CCM. Chardan Securities LLC ("Chardan Securities") is the sole Class A Member and 99% owner of CCM and as such has voting and investment discretion with respect to the Common Stock held of record by CCM and may be deemed to have beneficial ownership of the Common Stock held directly by CCM. Each of Jonas Grossman, Steven Urbach and Kerry Propper is a member of Chardan Securities, and as such has voting and investment discretion with respect to the Common Stock held of record by CCM and may be deemed to have beneficial ownership of the Common Stock held directly by CCM. Each of Mr. Grossman, Mr. Urbach and Mr. Propper disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 4. Represents 115,000 shares of Common Stock issuable upon exercise of the warrant included in the Private Units. Each warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price $11.50 per share. Each warrant became exercisable upon the completion of the Issuer's initial business combination, and will expire on the five year anniversary of the closing date of the Issuer's initial business combination or earlier upon redemption or liquidation. |
| 5. Represents (i) 345,000 shares of Common Stock included in the unit issuable upon exercise of the unit purchase option, (ii) 345,000 shares of Common Stock issuable upon exercise of the warrant included in the unit issuable upon exercise of the unit purchase option and (iii) 34,500 shares of Common Stock underlying the right included in the unit issuable upon the exercise of the unit purchase option. The units issuable upon exercise of the unit purchase option are identical to the Private Units. The Issuer sold to CCM, for $100, an option to purchase up to 345,000 units (the "Unit Purchase Option") exercisable at $11.50 per unit concurrently with the closing of the Issuer's initial public offering on April 4, 2022 (including exercise of the underwriter's over-allotment option). |
| Chardan Capital Markets LLC, By: /s/ Steven Urbach, Manager | 07/01/2024 | |
| Chardan Securities LLC, By: /s/ Steven Urbach, Manager | 07/01/2024 | |
| /s/ Jonas Grossman | 07/01/2024 | |
| /s/ Steven Urbach | 07/01/2024 | |
| /s/ Kerry Propper | 07/01/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||