SEC Form SC 13G/A filed by Inhibikase Therapeutics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
INHIBIKASE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45719W106
(CUSIP Number)
December 31, 2022
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
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. 45719W106 | 13G | Page 2 of 5 |
| 1 |
NAMES OF REPORTING PERSON(S)
Milton H. Werner | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
5,558,912 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
5,558,912 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,558,912 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.68% (2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Reflects (i) 5,335,370 shares of Common Stock and (ii) 223,542 shares underlying exercisable options that may be exercised within 60 days from the date hereof. |
| (2) | Based on 28,027,840 shares of common stock of Inhibikase Therapeutics, Inc. (the “Company”) outstanding as of January 31, 2023 (as reported by the Company in its Registration Statement on Form S-1 filed with the Securities Exchange Commission on February 2, 2023). |
| CUSIP No. 45719W106 | 13G | Page 3 of 5 |
| Item 1(a). | Name of Issuer: |
Inhibikase Therapeutics, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
The address of the principal executive offices of Inhibikase Therapeutics, Inc. is 3350 Riverwood Parkway SE, Suite 1900, Atlanta, Georgia 30339.
| Item 2(a). | Name of Person Filing |
Milton H. Werner
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office is 3350 Riverwood Parkway SE, Suite 1900, Atlanta, Georgia 30339.
| Item 2(c). | Citizenship: |
United States
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share
| Item 2(e). | CUSIP Number: |
45719W106
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a)-(k): Not applicable
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
See the response to Item 9 on the attached cover page.
| (b) | Percent of class: |
See the response to Item 11 on the attached cover page.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
See the response to Item 5 on the attached cover page.
| (ii) | Shared power to vote or to direct the vote: |
See the response to Item 6 on the attached cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See the response to Item 7 on the attached cover page.
| CUSIP No. 45719W106 | 13G | Page 4 of 5 |
| (iv) | Shared power to dispose or to direct the disposition of: |
See the response to Item 8 on the attached cover page.
| Item 5. | Ownership of Five Percent or Less of a Class. |
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: ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
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. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| Item 10. | Certifications. |
Not applicable
| CUSIP No. 45719W106 | 13G | Page 5 of 5 |
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: February 15, 2023 | /s/ Milton H. Werner | |
| Milton H. Werner, Ph.D. |