SEC Form SC 13G filed by Osmotica Pharmaceuticals plc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Osmotica Pharmaceuticals plc

(Name of Issuer)

Ordinary Shares, nominal value $0.01 per share

(Title of Class of Securities)

G6S41R101

(CUSIP Number)

October 12, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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).

Osmotica Pharmaceuticals plc (the “Issuer”)

400 Crossing Boulevard

Bridgewater, New Jersey 08807

This statement (this “Statement”) is filed by the following persons (the “Reporting Persons”):

Athyrium Opportunities IV Acquisition 2 LP (“Acquisition Fund”)

Athyrium Opportunities Associates IV LP (“Associates IV LP”)

Athyrium Opportunities Associates IV GP LLC (“Associates IV GP”)

Athyrium Funds GP Holdings LLC (“Funds GP Holdings”)

Jeffrey A. Ferrell (“Mr. Ferrell”)

The Reporting Persons’ beneficial ownership of the Issuer’s Ordinary Shares reported herein consist of ordinary shares, nominal value $0.01 per share, held directly by Acquisition Fund.

Pursuant to Rule 13d-1(k) promulgated 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.

The principal business office address for each of the Reporting Persons is:

c/o Athyrium Capital Management, LP

505 Fifth Avenue, Floor 18

New York, New York 10017

Acquisition Fund and Associates IV LP are Delaware limited partnerships.

Associates IV GP and Funds GP Holdings are Delaware limited liability companies.

Mr. Ferrell is a United States citizen.

Ordinary Shares, nominal value $0.01 per share, of the Issuer (the “Ordinary Shares”)

G6S41R101

Not applicable. Filed pursuant to Rule 13d-1(c).

The Reporting Persons beneficially own in the aggregate (i) 8,148,832 Ordinary Shares and (ii) 189,370 Ordinary Shares underlying warrants to purchase Ordinary Shares (the “Warrants”). The Reporting Persons beneficially own 2,000,000 Warrants to purchase Ordinary Shares that were acquired from the Issuer on October 12, 2021 in a public offering by the Issuer. The Warrants held by the Reporting Persons are subject to a limitation pursuant to which the Reporting Persons may not exercise the Warrants if such exercise would cause the Reporting Persons to beneficially own Ordinary Shares in an amount exceeding the “Beneficial Ownership Limitation” then in effect. The Beneficial Ownership Limitation is subject to adjustment upon 61 days’ notice by the holder of the Warrants to the Issuer and, as of the date of this Schedule 13G, was 9.99% of the outstanding Ordinary Shares. As a result, only 189,370 of the 2,000,000 Ordinary Shares underlying the Warrants are deemed to be beneficially owned by the Reporting Persons.

See the responses to Item 11 on the attached cover pages.

See the responses to Item 5 on the attached cover pages.

See the responses to Item 6 on the attached cover pages.

See the responses to Item 7 on the attached cover pages.

See the responses to Item 8 on the attached cover pages.

The filing of this Statement shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

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 5 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.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies 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 13G with respect to the Ordinary Shares of the Issuer.

Dated: October 22, 2021