SEC Form SC 13D filed by Blue Water Vaccines Inc.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Blue Water Vaccines, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
09610B108
(CUSIP Number)
Douglas Groh
Representative of the Manager
Cincinnati Cornerstone Investors BWV I, LLC
c/o Cincinnati Cornerstone Capital, LLC
2900 Reading Road, Suite 410
Cincinnati, Ohio 45206
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 29, 2022
(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 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).
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CUSIP No. 09610B108 | 13D | Page 2 of 8 Pages |
1 | NAME OF REPORTING PERSON Cincinnati Cornerstone Investors BWV I, LLC | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS OO | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Ohio | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,111,201 | ||
8 | SHARED VOTING POWER 0 | |||
9 | SOLE DISPOSITIVE POWER 3,111,201 | |||
10 | SHARED DISPOSITIVE POWER 0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 3,111,201 | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% | |||
14 | TYPE OF REPORTING PERSON OO | |||
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CUSIP No. 09610B108 | 13D | Page 3 of 8 Pages |
1 | NAME OF REPORTING PERSON Cincinnati Cornerstone Capital, LLC | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS OO | |||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Ohio | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,111,201 | ||
8 | SHARED VOTING POWER 0 | |||
9 | SOLE DISPOSITIVE POWER 3,111,201 | |||
10 | SHARED DISPOSITIVE POWER 0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 3,111,201 | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% | |||
14 | TYPE OF REPORTING PERSON OO | |||
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CUSIP No. 09610B108 | 13D | Page 4 of 8 Pages |
Item 1.
Security and Issuer.
Item 1 is of this Schedule 13D is hereby amended and restated as follows:
This Statement of Beneficial Ownership on Schedule 13D (this “Statement”) relates to the Common Stock, $0.00001 par value per share (the “Common Stock”), of Blue Water Vaccines, Inc., a Delaware corporation (the “Company”), which has its principal executive offices located at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202. The Common Stock is listed on the Nasdaq Capital Market under the symbol “BWV.”
Item 2.
Identity and Background.
Item 2 is of this Schedule 13D is hereby amended and restated as follows:
This Statement is filed by Cincinnati Cornerstone Investors BWV I, LLC, an Ohio limited liability company (“CCI BWV”), which is a pooled investment vehicle, and Cincinnati Cornerstone Capital, LLC, an Ohio limited liability company (“CCC”), which is a private fund adviser exempt from registration and the manager and a member of CCI BWV. As manager of CCI BWV, CCC has the right to control the voting and disposition of the Common Stock held by CCI BWV. CCI BWV and CCC sometimes are referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”
The business address of each of the Reporting Persons is 2900 Reading Road, Suite 410, Cincinnati, Ohio 45206.
Upon the closing of the Company’s initial public offering on February 23, 2022, CCI BWV acquired direct ownership, and CCC acquired indirect ownership through CCI BWV, of 3,611,201 shares of Common Stock through the previously agreed upon automatic conversion of 735,632 shares of Series Seed Preferred Stock of the Company held by CCI BWV (the “Series Seed Preferred Stock”).
The directors and executive officers of CCC are set forth on Schedule I hereto. Schedule I sets forth each such person’s: (i) name, (ii) business address, (iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employee is employed, and (iv) citizenship.
Neither of the Reporting Persons nor any of their partners, managers, officers or other controlling persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Persons nor any of their partners, managers, officers or other controlling persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 is of this Schedule 13D is hereby amended and restated as follows:
The transaction reported herein was a distribution to the members of CCI BWV for no consideration.
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CUSIP No. 09610B108 | 13D | Page 5 of 8 Pages |
Item 4.
Purpose of Transaction.
Item 4 is of this Schedule 13D is hereby amended and restated as follows:
The transaction reported herein reflects a distribution of Company Common Stock pursuant to a pro rata distribution by CCI BWV on August 25, 2022 to its members for no consideration.
Item 5.
Interest in Securities of the Issuer.
Item 5 is of this Schedule 13D is hereby amended and restated as follows:
(a) The Reporting Persons beneficially own 3,111,201 shares of Common Stock, which represents approximately 22.9% of the Company’s outstanding shares of Common Stock. All of the Common Stock is beneficially owned directly by CCI BWV, and indirectly by CCC, the manager and a member of CCI BWV, through its control of CCI BWV.
The percentage ownership of shares of Common Stock by the Reporting Person as set forth in this Statement is based on the 13,579,399 shares of Common Stock reported by the Company as outstanding as of August 15, 2022 in its Form 10-Q filed with the Securities and Exchange Commission pursuant to on August 15, 2022.
(b) CCC, as the manager of CCI BWV, has the sole power to direct the vote and the disposition of the Common Stock held by CCI BWV.
(c) The sole transaction by the Reporting Persons in the Common Stock in the last 60 days was the distribution of Company Common Stock pursuant to a pro rata distribution by CCI BWV to its members for no consideration on August 25, 2022.
(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person; however, CCC, as the manager of CCI BWV, has the right from time to time to cause CCI BWV to make distributions to the members of CCI BWV of any such dividends or proceeds received by BWV. As of the date hereof, no member of CCI BWV other than CCC has the right to receive beneficial ownership of 5% or more of the Company’s Common Stock by reason of any distribution from CCI BWV.
(e) Not applicable.
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CUSIP No. 09610B108 | 13D | Page 6 of 8 Pages |
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is of this Schedule 13D is hereby amended and restated as follows:
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.
Item 7.
Material to Be Filed as Exhibits.
Item 7 is of this Schedule 13D is hereby amended and restated as follows:
Joint Filing Agreement among the Reporting Persons (set forth on the signature page to this Statement and incorporated herein by reference).
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CUSIP No. 09610B108 | 13D | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
In accordance with Rule 13d-1(k)(1)(iii) 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 this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: August 29, 2022
CINCINNATI CORNERSTONE INVESTORS BWV I, LLC | |
/s/ Douglas Groh | |
Douglas Groh Representative of the Manager | |
CINCINNATI CORNERSTONE CAPITAL, LLC | |
/s/ Douglas Groh | |
Douglas Groh President and Chief Executive Officer | |
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CUSIP No. 09610B108 | 13D | Page 8 of 8 Pages |
Schedule 1
Directors and Executive Officers of Cincinnati Cornerstone Capital, LLC
Information regarding each director and executive officer of Cincinnati Cornerstone Capital, LLC (each of whom is a U.S. citizen) is set forth below:
Name, Title | Address | Principal Occupation |
Douglas Groh, President & CEO, Board Member | 2900 Reading Rd., Suite 410 Cincinnati, OH 45206 | President & CEO Cincinnati Cornerstone Capital, LLC 2900 Reading Rd., Suite 410 Cincinnati, OH 45206 |