SEC Form SC 13G/A filed by Kiora Pharmaceuticals Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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

* 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 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).

(Page 1 of 12 Pages)

 SCHEDULE 13G

1. Represents reporting person’s beneficial ownership of Common Stock as of December 31, 2023.

2. Represents reporting person’s beneficial ownership of Common Stock as of February 9, 2024.

3. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of December 31, 2023. As of December 31, 2023, the reporting person has rights, under the shares of Series F Convertible Preferred Stock of the Issuer (the “Series F”) and under five warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 130,139 shares of Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of December 31, 2023, the number of shares of the Issuer’s Common Stock beneficially owned by the reporting person was 768,155 shares, which is 9.99% of the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023.

4. Represents Reporting person’s percent of beneficial ownership of Common Stock outstanding as of February 9, 2024. As of February 9, 2024, reporting person has rights, under the shares of Series F and under seven warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 17,500 shares of Common Stock and 900,000 shares of restricted Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of February 9, 2024, the number of shares of the Issuer’s Common Stock that the reporting person may own was 2,346,575 shares, which is 9.99% of the 23,489,240 shares outstanding, which was calculated by adding the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023, and the 15,800,000 shares of Common Stock issued in a private placement dated January 31, 2024, as provided by the Issuer on a Form 8-K filed with the Securities Exchange Commission on February 1, 2024.

SCHEDULE 13G

1. Represents reporting person’s beneficial ownership of Common Stock as of December 31, 2023.

2. Represents reporting person’s beneficial ownership of Common Stock as of February 9, 2024.

3. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of December 31, 2023. As of December 31, 2023, reporting person has rights, under the shares of Series F and under five warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 130,139 shares of Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of December 31, 2023, the number of shares of the Issuer’s Common Stock beneficially owned by the reporting person was 768,155 shares, which is 9.99% of the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023.

4. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of February 9, 2024. As of February 9, 2024, reporting person has rights, under the shares of Series F and under seven warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 17,500 shares of Common Stock and 900,000 shares of restricted Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of February 9, 2024, the number of shares of the Issuer’s Common Stock that the reporting person may own was 2,346,575 shares, which is 9.99% of the 23,489,240 shares outstanding, which was calculated by adding the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023, and the 15,800,000 shares of Common Stock issued in a private placement dated January 31, 2024, as provided by the Issuer on a Form 8-K filed with the Securities Exchange Commission on February 1, 2024.

 SCHEDULE 13G

1. Represents reporting person’s beneficial ownership of Common Stock as of December 31, 2023.

2. Represents reporting person’s beneficial ownership of Common Stock as of February 9, 2024.

3. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of December 31, 2023. As of December 31, 2023, reporting person has rights, under the shares of Series F and under five warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 130,139 shares of Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of December 31, 2023, the number of shares of the Issuer’s Common Stock beneficially owned by the reporting person was 768,155 shares, which is 9.99% of the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023.

4. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of February 9, 2024. As of February 9, 2024, reporting person has rights, under the shares of Series F and under seven warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 17,500 shares of Common Stock and 900,000 shares of restricted Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of February 9, 2024, the number of shares of the Issuer’s Common Stock that the reporting person may own was 2,346,575 shares, which is 9.99% of the 23,489,240 shares outstanding, which was calculated by adding the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023, and the 15,800,000 shares of Common Stock issued in a private placement dated January 31, 2024, as provided by the Issuer on a Form 8-K filed with the Securities Exchange Commission on February 1, 2024.

SCHEDULE 13G

1. Represents reporting person’s beneficial ownership of Common Stock as of December 31, 2023.

2. Represents reporting person’s beneficial ownership of Common Stock as of February 9, 2024.

3. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of December 31, 2023. As of December 31, 2023, reporting person has rights, under the shares of Series F and under five warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 130,139 shares of Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of December 31, 2023, the number of shares of the Issuer’s Common Stock beneficially owned by the reporting person was 768,155 shares, which is 9.99% of the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023.

4. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of February 9, 2024. As of February 9, 2024, reporting person has rights, under the shares of Series F and under seven warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 17,500 shares of Common Stock and 900,000 shares of restricted Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of February 9, 2024, the number of shares of the Issuer’s Common Stock that the reporting person may own was 2,346,575 shares, which is 9.99% of the 23,489,240 shares outstanding, which was calculated by adding the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023, and the 15,800,000 shares of Common Stock issued in a private placement dated January 31, 2024, as provided by the Issuer on a Form 8-K filed with the Securities Exchange Commission on February 1, 2024.

SCHEDULE 13G

1. Represents reporting person’s beneficial ownership of Common Stock as of December 31, 2023.

2. Represents reporting person’s beneficial ownership of Common Stock as of February 9, 2024.

3. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of December 31, 2023. As of December 31, 2023, reporting person has rights, under the shares of Series F and under five warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 130,139 shares of Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of December 31, 2023, the number of shares of the Issuer’s Common Stock beneficially owned by the reporting person was 768,155 shares, which is 9.99% of the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023.

4. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of February 9, 2024. As of February 9, 2024, reporting person has rights, under the shares of Series F and under seven warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 17,500 shares of Common Stock and 900,000 shares of restricted Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of February 9, 2024, the number of shares of the Issuer’s Common Stock that the reporting person may own was 2,346,575 shares, which is 9.99% of the 23,489,240 shares outstanding, which was calculated by adding the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023, and the 15,800,000 shares of Common Stock issued in a private placement dated January 31, 2024, as provided by the Issuer on a Form 8-K filed with the Securities Exchange Commission on February 1, 2024. 

SCHEDULE 13G

1. Represents reporting person’s beneficial ownership of Common Stock as of December 31, 2023.

2. Represents reporting person’s beneficial ownership of Common Stock as of February 9, 2024.

3. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of December 31, 2023. As of December 31, 2023, reporting person has rights, under the shares of Series F and under five warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 130,139 shares of Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of December 31, 2023, the number of shares of the Issuer’s Common Stock beneficially owned by the reporting person was 768,155 shares, which is 9.99% of the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023.

4. Represents reporting person’s percent of beneficial ownership of Common Stock outstanding as of February 9, 2024. As of February 9, 2024, reporting person has rights, under the shares of Series F and under seven warrants, to acquire an aggregate number of shares of the Issuer’s Common Stock which, except for the contractual caps in the Series F and warrants on the amount of outstanding shares of the Issuer’s Common Stock that the reporting person may own, when combined with the 17,500 shares of Common Stock and 900,000 shares of restricted Common Stock owned, would exceed such a cap. The ownership cap in each of the Series F and warrants is 9.99%. Thus, as of February 9, 2024, the number of shares of the Issuer’s Common Stock that the reporting person may own was 2,346,575 shares, which is 9.99% of the 23,489,240 shares outstanding, which was calculated by adding the 7,689,240 shares of Common Stock outstanding as of November 6, 2023, as provided by the Issuer on its Form 10-Q filed with the Securities Exchange Commission on November 9, 2023, and the 15,800,000 shares of Common Stock issued in a private placement dated January 31, 2024, as provided by the Issuer on a Form 8-K filed with the Securities Exchange Commission on February 1, 2024.

SCHEDULE 13G

SCHEDULE 13G

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:

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________

Item 4. Ownership. 

1. As of December 31, 2023, LPC Fund owned the following securities of the Issuer: (i) 130,139 shares of outstanding Common Stock; (ii) warrants to purchase 828,919 shares of Common Stock currently exercisable at $0.5231 per share that expire on June 6, 2026, subject to a 9.99% beneficial ownership cap (the “Series C Warrants”); (iii) warrants to purchase 828,919 shares of Common Stock currently exercisable at $0.5231 per share that expire on June 6, 2024, subject to a 9.99% beneficial ownership cap, (the “Series D Warrants”); (iv) warrants to purchase 105,596 shares of Common Stock currently exercisable at $3.538 that expire on August 3, 2028, subject to a 9.99% beneficial ownership cap, pursuant to a securities purchase agreement dated February 2, 2023 (the “2023 SPA Warrants”); (v) warrants to purchase 121,875 shares of Common Stock currently exercisable at $5.97 per share that expire on November 22, 2024, subject to a 9.99% beneficial ownership cap, pursuant to a private placement on or about November 22, 2022 (the “2022 PP Warrants”); (vi) warrants to purchase 121,875 shares of Common Stock currently exercisable at $8.00 per share that expire on July 22, 2027, subject to a 9.99% beneficial ownership cap (the “Additional Warrants”); and (vii) 570 shares of Series F that are convertible into 381,780 shares of Common Stock, subject to a 9.99% beneficial ownership cap.

SCHEDULE 13G

Based on the information provided on Issuer’s Form 10-Q, filed with the Securities Exchange Commission on November 9, 2023, there were 7,689,240 shares of Common Stock Outstanding. Accordingly, as of December 31, 2023, LPC Fund directly beneficially owned an aggregate of 768,155 shares of Common Stock, representing the 130,139 shares of Common Stock presently owned combined with number of shares of Common Stock that may be acquired by LPC Fund as of December 31, 2023 under the above warrants and Series F without exceeding the 9.99% beneficial ownership limitation on the exercise of the Warrants, or the 9.99% beneficial ownership limitation on the conversion of the Series F.

2. As of February 9, 2024, LPC Fund owned the following securities of the Issuer: (i) 17,500 shares of outstanding Common Stock; (ii) warrants to purchase 818,236 shares of Common Stock currently exercisable at a price of $0.6076 per share, which expires on the earlier date of: (a) February 5, 2029 and (b) 30 days after the Company announces topline data from a Phase 2 clinical trial (ABACUS-2) of KIO-301 in retinitis pigmentosa and, following such announcement, the daily volume weighted average price of the Issuer’s common stock equals or exceeds $1.1048 for 30 consecutive trading days (pursuant to Issuer’s Form 8-K, filed with the Securities Exchange Commission on February 1, 2024); (iii) warrants to purchase 818,236 shares of Common Stock currently exercisable at a price of $0.6076 per share, which expires on the earlier date of: (a) February 5, 2029 and (b) 30 days after the Company announces topline data from a Phase 2 clinical trial of KIO-104 for treatment in posterior non-infectious uveitis and, following such announcement, the daily volume weighted average price of the Issuer’s common stock equals or exceeds $1.3810 for 30 consecutive trading days (pursuant to Issuer’s Form 8-K, filed with the Securities Exchange Commission on February 1, 2024); (iv) Series C Warrants to purchase up to 828,919 shares of Common Stock; (v) Series D Warrants to purchase 578,919 shares of Common Stock; (vi) 2023 SPA Warrants to purchase up to 105,596 shares of Common Stock; (vii) 2022 PP Warrants to purchase up to 121,875 shares of Common Stock; (viii) 750 shares of Series F that are convertible into 381,780 shares of Common Stock; (viii) Additional Warrants to purchase up to 121,875 shares of Common stock; and (ix) 900,000 shares of restricted Common Stock

Pursuant to §240.13d-1, which states that “any person, in determining the amount of outstanding securities of a class of equity securities, may rely upon information set forth in the issuer’s most recent quarterly or annual report, and any current report subsequent thereto, filed with the Commission pursuant to this Act, unless he knows or has reason to believe that information contained therein is inaccurate,” the Reporting Persons are including updated information in connection with the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 1, 2024 (the “Current Report”). Based on the information provided in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission on November 9, 2023, where the Issuer disclosed that there were 7,689,240 shares of Common Stock outstanding, and in the Current Report, where 15,800,000 shares of Common Stock were issued in a private placement on or about January 31, 2024, the total Common Stock outstanding was 23,489,240 shares. Accordingly, as of February 9, 2024, LPC Fund directly beneficially owned an aggregate of 2,347,575 shares of Common Stock, representing the 17,500 shares of Common Stock presently owned and the 900,000 shares of restricted Common Stock currently owned, combined with number of shares of Common Stock that may be acquired by LPC Fund as of February 9, 2024 under the above warrants and Series F without exceeding the 9.99% beneficial ownership limitation on the exercise of the warrants, or the 9.99% beneficial ownership limitation on the conversion of the Series F.

LPC is the Managing Member of LPC Fund. RCC and Alex Noah are the Managing Members of LPC. Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC. Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund.

Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned directly by LPC Fund.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.

SCHEDULE 13G

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 ¨.

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.

SCHEDULE 13G

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 14, 2024

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