SEC Form SC 13G filed by Inhibikase Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Inhibikase Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

45719W205

(CUSIP Number)

Erin O’Connor

Fairmount Funds Management LLC

200 Barr Harbor Drive, Suite 400

West Conshohocken, PA 19428

(267) 262-5300

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

October 9, 2024

(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)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The information required in 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. 45719W205

(1) The shares reported herein for the Reporting Person represent (i) 6,125,000 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund II LP (“Fund II”) and (ii) 495,311 shares of the Issuer’s Common Stock Fund II has the right to acquire through the exercise of pre-funded warrants (“Pre-Funded Warrants”). The Pre-Funded Warrants are exercisable for a total of 4,460,000 shares. The Pre-Funded Warrants contain a provision (the “Beneficial Ownership Limitation”) which precludes exercise of the Pre-Funded 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.

(2) The number of shares outstanding for purposes of this percentage calculation assumes 65,774,070 shares of the Issuer’s Common Stock outstanding, as provided by the Issuer plus (ii) 495,311 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, as constrained by the Beneficial Ownership Limitation.

CUSIP No. 45719W205

(1) The shares reported herein for the Reporting Person represent (i) 6,125,000 shares of the Issuer’s Common Stock held by Fund II and (ii) 495,311 Pre-Funded Warrants. The Pre-Funded Warrants are exercisable for a total of 4,460,000 shares. The Pre-Funded Warrants contain the Beneficial Ownership Limitation, which precludes exercise of the Pre-Funded 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.

(2) The number of shares outstanding for purposes of this percentage calculation assumes 65,774,070 shares of the Issuer’s Common Stock outstanding, as provided by the Issuer plus (ii) 495,311 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, as constrained by the Beneficial Ownership Limitation.

CUSIP No. 45719W205

(1) The shares reported herein for the Reporting Person represent (i) 6,125,000 shares of the Issuer’s Common Stock held by Fund II and (ii) 495,311 Pre-Funded Warrants. The Pre-Funded Warrants are exercisable for a total of 4,460,000 shares. The Pre-Funded Warrants contain the Beneficial Ownership Limitation, which precludes exercise of the Pre-Funded 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.

(2) The number of shares outstanding for purposes of this percentage calculation assumes 65,774,070 shares of the Issuer’s Common Stock outstanding, as provided by the Issuer plus (ii) 495,311 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, as constrained by the Beneficial Ownership Limitation.

CUSIP No. 45719W205

(1) The shares reported herein for the Reporting Person represent (i) 6,125,000 shares of the Issuer’s Common Stock and (ii) 495,311 Pre-Funded Warrants. The Pre-Funded Warrants are exercisable for a total of 4,460,000 shares. The Pre-Funded Warrants contain the “Beneficial Ownership Limitation, which precludes exercise of the Pre-Funded 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.

(2) The number of shares outstanding for purposes of this percentage calculation assumes 65,774,070 shares of the Issuer’s Common Stock outstanding, as provided by the Issuer plus (ii) 495,311 shares of Common Stock of which the Reporting Person may acquire beneficial ownership upon the exercise of Pre-Funded Warrants, as constrained by the Beneficial Ownership Limitation.

Item 1.

Item 2.

Not applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)           Amount Beneficially Owned:

Fund II holds (i) 6,125,000 shares of Common Stock and (ii) 4,460,000 Pre-Funded Warrants. The terms of the Pre-Funded Warrants provide that no holder of Pre-Funded Warrants shall be entitled to exercise any portion of the Pre-Funded Warrants held by such holder, if, upon giving effect to such exercise, the holder (together with its affiliates and attribution parties) would beneficially own more than 9.99% of the Common Stock outstanding immediately after giving effect to the exercise. Fund II also holds 5,290,872 Series A-1 Warrants to purchase Common Stock, or in lieu thereof, Pre-Funded Warrants (the “A-1 Warrants”) and 9,729,523 Series B-1 Warrants to purchase Common Stock, or in lieu thereof, Pre-Funded Warrants (the “B-1 Warrants”). However, because the A-1 Warrants and B-1 Warrants are not exercisable within 60 days of the date of this filing and such date is not determinable at this time, the Reporting Persons disclaim beneficial ownership of these securities until such time as they have the right to acquire them within 60 days.

Each A-1 Warrant has an exercise price of $1.37 per share, is exercisable on the earlier of (a) the 75th calendar day following the initial filing date of the registration statement covering the resale of the shares of Common Stock underlying the A-1 Warrants and B-1 Warrants (the “Warrant Initial Registration Statement”) if the Securities and Exchange Commission (“SEC”) notifies the Issuer that it will “review” the Warrant Initial Registration Statement and (b) the fifth business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that the Warrant Initial Registration Statement will not be “reviewed” or (even if previously subject to review pursuant to clause (a) of this sentence) will not be subject to further review (the “Initial Exercise Date”), and will expire at 5:00 p.m. (New York City time) on the 30th day following the later of (A) the Issuer’s public announcement (including by filing with the SEC a Current Report on Form 8-K) announcing the Phase 2b 12 week safety readout for IkT-001Pro with respect to pulmonary arterial hypertension and (B) the Issuer both obtaining the approval of the stockholders of the Issuer at a meeting of the Issuer’s stockholders of an amendment to the Certificate of Incorporation of the Issuer to increase the number of authorized shares of Common Stock to a number of shares of Common Stock sufficient to allow for the full exercise of the warrants (the “Stockholder Approval”) and filing an amendment to the Issuer’s Certificate of Incorporation with the Secretary of State of the State of Delaware evidencing such Stockholder Approval (the “Expiration Date”). Each B-1 Warrant has an exercise price of $1.49 per share, is exercisable on the Initial Exercise Date, and will expire at 5:00 p.m. (New York City time) on the Expiration Date, provided that, to the extent exercisable, all of the A-1 Warrants issued to the original purchaser of such B-1 Warrant have been exercised in full either by such purchaser or such purchaser’s transferee permitted by the terms of the A-1 Warrant.

(b)            Percent of Class:

See the response(s) to Item 11 on the attached cover page(s).

(c)            Number of shares as to which such person has:

(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).

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

Dated: October 17, 2024

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned and each other person executing this joint filing agreement (this “Agreement”) agree as follows:

(i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13G to which this Exhibit is attached and such Schedule 13G is filed on behalf of the undersigned and each other person executing this Agreement; and

(ii) The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

Dated: October 17, 2024