SEC Form SCHEDULE 13G filed by Eupraxia Pharmaceuticals Inc.
$EPRX
Pharmaceuticals and Biotechnology
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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EUPRAXIA PHARMACEUTICALS INC. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
29842P105 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 29842P105 |
| 1 | Names of Reporting Persons
MANCHESTER MANAGEMENT COMPANY, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,562,971.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The Reporting Person is reporting its beneficial ownership as of the date of filing. As of the trigger date, the Reporting Person was deemed to indirectly beneficially own, and share the power to vote or direct the disposition with respect to, an additional 20,000 Common Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 29842P105 |
| 1 | Names of Reporting Persons
MANCHESTER MANAGEMENT PR, LLC | ||||||||
| 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
PUERTO RICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,562,971.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: (1) The Reporting Person is reporting its beneficial ownership as of the date of filing. As of the trigger date, the Reporting Person was deemed to indirectly beneficially own, and share the power to vote or direct the disposition with respect to, an additional 20,000 Common Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 29842P105 |
| 1 | Names of Reporting Persons
MANCHESTER EXPLORER, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,337,117.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 29842P105 |
| 1 | Names of Reporting Persons
JAMES E. BESSER | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,839,557.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The Reporting Person is reporting its beneficial ownership as of the date of filing. As of the trigger date, the Reporting Person was deemed to indirectly beneficially own, and share the power to vote or direct the disposition with respect to, an additional 20,000 Common Shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 29842P105 |
| 1 | Names of Reporting Persons
MORGAN C. FRANK | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,644,423.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
EUPRAXIA PHARMACEUTICALS INC. | |
| (b) | Address of issuer's principal executive offices:
201-2067 CADBORO BAY RD., VICTORIA, BRITISH COLUMBIA, CANADA, V8R 5G4 | |
| Item 2. | ||
| (a) | Name of person filing:
MANCHESTER MANAGEMENT COMPANY, LLC
MANCHESTER MANAGEMENT PR, LLC
MANCHESTER EXPLORER, L.P.
JAMES E. BESSER
MORGAN C. FRANK | |
| (b) | Address or principal business office or, if none, residence:
MANCHESTER MANAGEMENT COMPANY, LLC
2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907
MANCHESTER MANAGEMENT PR, LLC
2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907
MANCHESTER EXPLORER, L.P.
2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907
JAMES E. BESSER
2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907
MORGAN C. FRANK
2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907 | |
| (c) | Citizenship:
MANCHESTER MANAGEMENT COMPANY, LLC - Delaware
MANCHESTER MANAGEMENT PR, LLC - Other - Puerto Rico
MANCHESTER EXPLORER, L.P. - Delaware
JAMES E. BESSER - United States
MORGAN C. FRANK - United States | |
| (d) | Title of class of securities:
Common Shares | |
| (e) | CUSIP No.:
29842P105 | |
| 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) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
MANCHESTER MANAGEMENT COMPANY, LLC - 5,562,971
MANCHESTER MANAGEMENT PR, LLC - 5,562,971
MANCHESTER EXPLORER, L.P. - 5,337,117
JAMES E. BESSER - 5,839,557
MORGAN C. FRANK - 5,644,423 | |
| (b) | Percent of class:
MANCHESTER MANAGEMENT COMPANY, LLC - 10.4%
MANCHESTER MANAGEMENT PR, LLC - 10.4%
MANCHESTER EXPLORER, L.P. - 10.0%
JAMES E. BESSER - 10.9%
MORGAN C. FRANK - 10.6% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
MANCHESTER MANAGEMENT COMPANY, LLC - 0
MANCHESTER MANAGEMENT PR, LLC - 0
MANCHESTER EXPLORER, L.P. - 0
JAMES E. BESSER - 276,586
MORGAN C. FRANK - 307,306 | ||
| (ii) Shared power to vote or to direct the vote:
MANCHESTER MANAGEMENT COMPANY, LLC - 5,562,971
MANCHESTER MANAGEMENT PR, LLC - 5,562,971
MANCHESTER EXPLORER, L.P. - 5,337,117
JAMES E. BESSER - 5,562,971
MORGAN C. FRANK - 5,337,117 | ||
| (iii) Sole power to dispose or to direct the disposition of:
MANCHESTER MANAGEMENT COMPANY, LLC - 0
MANCHESTER MANAGEMENT PR, LLC - 0
MANCHESTER EXPLORER, L.P. - 0
JAMES E. BESSER - 276,586
MORGAN C. FRANK - 307,306 | ||
| (iv) Shared power to dispose or to direct the disposition of:
MANCHESTER MANAGEMENT COMPANY, LLC - 5,562,971
MANCHESTER MANAGEMENT PR, LLC - 5,562,971
MANCHESTER EXPLORER, L.P. - 5,337,117
JAMES E. BESSER - 5,562,971
MORGAN C. FRANK - 5,337,117 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G, other than those securities reported herein that James E. Besser and Morgan C. Frank have the sole power to vote, direct the vote, dispose of or direct the disposition of, are directly owned by advisory clients of Manchester Management PR, LLC. None of those advisory clients, other than Manchester Explorer, L.P., may be deemed to beneficially own more than 5% of the Common Shares. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
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Material to be Filed as Exhibit:
Exhibit A - Joint Filing Agreement |