SEC Form SC 13G/A filed by Fennec Pharmaceuticals Inc. (Amendment)
$FENC
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
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Fennec Pharmaceuticals Inc.
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(Name of Issuer)
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Common Stock, no par value per share
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(Title of Class of Securities)
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31447P100
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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1 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).
CUSIP NO. 31447P100
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1
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NAME OF REPORTING PERSON
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THE SONIC FUND II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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2,407,357
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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2,407,357
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,407,357
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.3%
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12
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TYPE OF REPORTING PERSON
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PN
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CUSIP NO. 31447P100
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1
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NAME OF REPORTING PERSON
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LAWRENCE KAM
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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5
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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62,523
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OWNED BY
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6
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SHARED VOTING POWER
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EACH
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REPORTING
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2,407,357
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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62,523
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8
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SHARED DISPOSITIVE POWER
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2,407,357
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,469,880
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.5%
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12
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TYPE OF REPORTING PERSON
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IN
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CUSIP NO. 31447P100
| Item 1(a). |
Name of Issuer:
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Fennec Pharmaceuticals Inc. (the “Issuer”).
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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PO Box 13628, 68 TW Alexander Drive, Research Triangle Park, NC 27709
| Item 2(a). |
Name of Persons Filing:
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This Schedule 13G is being filed by The Sonic Fund II, L.P., a Delaware limited partnership (the “Fund”), and Lawrence Kam, a citizen of the United States of
America (“Mr. Kam”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
The principal business of the Fund is that of a private fund engaged in investment in securities for its own account. The principal business of Mr. Kam is
serving as the general partner of the Fund.
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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The address of the principal offices of each of the Reporting Persons is 400 Hobron Lane, Suite 3709, Honolulu, HI 96815.
| Item 2(c). |
Citizenship:
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The Fund is organized under the laws of the State of Delaware. Mr. Kam is a citizen of the United States of America.
| Item 2(d). |
Title of Class of Securities:
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Common Stock, no par value per share (the "Shares")
| Item 2(e). |
CUSIP Number:
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31447P100
| Item 3. |
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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/x/
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Not Applicable
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).*
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).**
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.
| (a) |
Amount beneficially owned:
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As of the close of business on December 31, 2021, the Reporting Persons may be deemed to have beneficially owned 2,469,880 Shares.
| (b) |
Percent of class:
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9.5% (based upon 26,006,853 Shares outstanding, which is the total number of Shares outstanding as of November 9, 2021 as reported in the Issuer’s Registration
Statement on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 10, 2021).
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Number of shares as to which such person has:
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Sole power to vote or to direct the vote:
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See Cover Pages Items 5-9.
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
The filing of this Schedule 13G shall not be construed as 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 of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof each reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not Applicable.
CUSIP NO. 31447P100
| Item 9. |
Notice of Dissolution of Group.
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Not Applicable.
| Item 10. |
Certifications.
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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.
CUSIP NO. 31447P100
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information with respect to it or him
set forth in this statement is true, complete and correct.
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Dated: February 14, 2022
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THE SONIC FUND II, L.P.
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By:
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/s/ Lawrence Kam
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Name:
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Lawrence Kam
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Title:
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General Partner
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/s/ Lawrence Kam
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LAWRENCE KAM
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