SEC Form SC 13D/A filed by Adamis Pharmaceuticals Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

DMK Pharmaceuticals Corporation

(formerly named Adamis Pharmaceuticals Corporation)

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00547W307

(CUSIP Number)

Ebrahim Versi

11682 El Camino Real

Suite 300

San Diego, CA 92130

Telephone: 908-698-2390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 15, 2023

(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 Rule 13d-7 for other parties to whom copies are to be sent.

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).

(1) The Reporting Person does not affirm, and hereby disclaims, membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).

(2) Except as described below, the shares reported in this Schedule 13D as beneficially owned by Ebrahim Versi, M.D., Ph.D. (“Dr. Versi”) were acquired upon the closing of a merger and reorganization among Adamis Pharmaceuticals Corporation, a Delaware corporation (the “Issuer,” now named DMK Pharmaceuticals Corporation), DMK Pharmaceuticals Corporation, a New Jersey corporation (“DMK”) and Aardvark Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer (“Merger Sub”), on May 25, 2023, pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Issuer, DMK, and Merger Sub, pursuant to which DMK merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of the Issuer (the “Merger”). In connection with the Merger, the name of Merger Sub was changed to DMK Pharmaceuticals Corporation. Effective September 6, 2023, the Issuer changed its corporate name from Adamis Pharmaceuticals Corporation to DMK Pharmaceuticals Corporation, and the name of Merger Sub was changed to Adamis Pharmaceuticals Corporation. The securities reported as beneficially owned by Dr. Versi include the following:

The shares reported in this Schedule 13D do not include 1,212,000 shares of Common Stock that are issuable upon the conversion into Common Stock of all of the remaining 1,212 shares of Series E Preferred that Versi Group received in exchange for shares of DMK common stock in connection with the Merger. The shares of Series E Preferred are subject to a beneficial ownership limitation on their conversion into Common Stock that prohibits the conversion of shares of Series E Preferred if such conversion would cause the number of shares of Common Stock beneficially owned by the applicable holder and its affiliates to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the shares of Series E Preferred held by the applicable holder and its affiliates (the “Beneficial Ownership Limitations”). The shares of Series E Preferred have voting power equal to the number of shares of Common Stock into which such shares of Series E Preferred are convertible, subject to, and after giving effect to and taking into account the Beneficial Ownership Limitations. The Beneficial Ownership Limitations are further described in the Issuer’s Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “Certificate of Designation”) filed with the Secretary of State of the State of Delaware on May 24, 2023.

(3) Based on 9,359,133 shares of Common Stock issued and outstanding on September 15, 2023, before the issuance of the shares of Common Stock upon the conversion of the Series E Preferred.

(1) The Reporting Person does not affirm, and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).

(2) The securities reported as beneficially owned by Versi Group include the following:

The shares reported in this Schedule 13D do not include 1,212,000 shares of Common Stock that are issuable upon the conversion into Common Stock of all of the remaining 1,212 shares of Series E Preferred that Versi Group received in exchange for shares of DMK common stock in connection with the Merger. The shares of Series E Preferred are subject to the Beneficial Ownership Limitations.

(3) Based on 9,359,133 shares of Common Stock issued and outstanding on September 15, 2023, before the issuance of the shares of Common Stock upon the conversion of the Series E Preferred.

End of Cover Pages

Explanatory Note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed with the SEC by Ebrahim Versi, M.D., Ph.D. and Versi Group LLC (the “Reporting Persons”) on June 5, 2023 (the “Original Schedule 13D”) regarding the common stock, par value $0.0001 per share (the “Common Stock”), of DMK Pharmaceuticals Corporation, a Delaware corporation (the “Issuer,” formerly named Adamis Pharmaceuticals Corporation). Except as specifically amended by this Amendment, items in the Original Schedule 13D are unchanged.

Defined terms used below and not otherwise defined have the meanings given in the footnotes to the cover pages of this Amendment.

Item 1 of the Original Schedule 13D is hereby amended and restated as follows: 

The title and class of equity securities to which this Schedule 13D relates are the shares of Common Stock of the Issuer, DMK Pharmaceuticals Corporation, a Delaware corporation (formerly named Adamis Pharmaceuticals Corporation), whose principal executive offices are located at 11682 El Camino Real, Suite 300, San Diego, CA 92130.

Item 2 of the Original Schedule 13D is hereby amended and restated as follows: 

Item 5 of the Original Schedule 13D is hereby amended and restated as follows: 

The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference.

As of the filing date of this Schedule 13D (the “Filing Date”), Dr. Versi beneficially owns 1,018,024 shares of Common Stock, consisting of (i) 8,745 shares of Common Stock held directly by Dr. Versi; (ii) 102,885 shares of Common Stock issuable upon the exercise of fully-vested options to purchase Common Stock (exercise price of $2.90) held directly by Dr. Versi; (iii) 177,194 shares of Common Stock held by Versi Group, of which Dr. Versi is the manager and a member; and (iv) 729,200 shares of Common Stock that Versi Group received on September 15, 2023 by converting 729.2 shares of the total of 1,941.2 shares of Series E Preferred Stock that Versi Group received in exchange for shares of DMK common stock in connection with the Merger.

As of the Filing Date, Versi Group beneficially owns 906,394 shares of Common Stock, consisting of (i) 177,194 shares of Common Stock that Versi Group received in exchange for shares of DMK common stock in connection with the Merger; and (ii) 729,200 shares of Common Stock that Versi Group received on September 15, 2023 by converting 729.2 shares of the total of 1,941.2 shares of Series E Preferred Stock that Versi Group received in exchange for shares of DMK common stock in connection with the Merger.

The shares reported in this Schedule 13D do not include 1,212,000 shares of Common Stock that are issuable upon the conversion into Common Stock of all of the remaining 1,212 shares of Series E Preferred that Versi Group received in exchange for shares of DMK common stock in connection with the Merger. The shares of Series E Preferred are subject to the Beneficial Ownership Limitations.

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: September 26, 2023