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MetaVia Inc. — Major Shareholding Notification 2018
Feb 13, 2018
34919_mrq_2018-02-13_77b24ac6-e110-49d2-bd3c-b97ca276b607.zip
Major Shareholding Notification
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SC 13G/A 1 d513656dsc13ga.htm SC 13G/A SC 13G/A
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
(Amendment No. 1)
Gemphire Therapeutics Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
36870A108
(CUSIP Number)
December 31, 2017
(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 persons 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. 36870A108 13G Page 2 of 11 Pages
| 1 | NAMES OF REPORTING PERSONS Excel Ventures II GP, LLC | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER | |
| OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1) | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF | |
| ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 898,422 (2) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED | |
| DISPOSITIVE POWER 898,422 (2) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY | |
| EACH REPORTING PERSON 898,422 (2) | ||
| 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) 8.45% (3) | ||
| 12 | TYPE OF REPORTING PERSON (SEE | |
| INSTRUCTIONS) OO |
(1) This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (Excel GP), Excel Venture Fund II, L.P. (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans), Juan Enriquez (Enriquez) and Caleb Winder (Winder and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 858,823 shares of Common Stock and an immediately exercisable warrant to purchase 39,599 shares held by Excel as of December 31, 2017.
(3) This percentage is calculated based upon 10,633,042 shares of the Common Stock outstanding as of November 7, 2017 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2017, filed with the Securities and Exchange Commission on November 13, 2017.
CUSIP NO. 36870A108 13G Page 3 of 11 Pages
| 1 | NAMES OF REPORTING PERSONS Excel Venture Fund II, L.P. | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER | |
| OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1) | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF | |
| ORGANIZATION Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 898,422 (2) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED | |
| DISPOSITIVE POWER 898,422 (2) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY | |
| EACH REPORTING PERSON 898,422 (2) | ||
| 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) 8.45% (3) | ||
| 12 | TYPE OF REPORTING PERSON (SEE | |
| INSTRUCTIONS) PN |
(1) This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (Excel GP), Excel Venture Fund II, L.P. (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans), Juan Enriquez (Enriquez) and Caleb Winder (Winder and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 858,823 shares of Common Stock and an immediately exercisable warrant to purchase 39,599 shares held by Excel as of December 31, 2017.
(3) This percentage is calculated based upon 10,633,042 shares of the Common Stock outstanding as of November 7, 2017 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2017, filed with the Securities and Exchange Commission on November 13, 2017.
CUSIP NO. 36870A108 13G Page 4 of 11 Pages
| 1 | NAMES OF REPORTING PERSONS Frederick R. Blume | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER | |
| OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1) | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF | |
| ORGANIZATION United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 898,422 (2) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED | |
| DISPOSITIVE POWER 898,422 (2) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY | |
| EACH REPORTING PERSON 898,422 (2) | ||
| 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) 8.45% (3) | ||
| 12 | TYPE OF REPORTING PERSON (SEE | |
| INSTRUCTIONS) IN |
(1) This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (Excel GP), Excel Venture Fund II, L.P. (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans), Juan Enriquez (Enriquez) and Caleb Winder (Winder and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 858,823 shares of Common Stock and an immediately exercisable warrant to purchase 39,599 shares held by Excel as of December 31, 2017.
(3) This percentage is calculated based upon 10,633,042 shares of the Common Stock outstanding as of November 7, 2017 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2017, filed with the Securities and Exchange Commission on November 13, 2017.
CUSIP NO. 36870A108 13G Page 5 of 11 Pages
| 1 | NAMES OF REPORTING PERSONS Steven R. Gullans | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER | |
| OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1) | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF | |
| ORGANIZATION United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 898,422 (2) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED | |
| DISPOSITIVE POWER 898,422 (2) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY | |
| EACH REPORTING PERSON 898,422 (2) | ||
| 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) 8.45% (3) | ||
| 12 | TYPE OF REPORTING PERSON (SEE | |
| INSTRUCTIONS) IN |
(1) This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (Excel GP), Excel Venture Fund II, L.P. (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans), Juan Enriquez (Enriquez) and Caleb Winder (Winder and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 858,823 shares of Common Stock and an immediately exercisable warrant to purchase 39,599 shares held by Excel as of December 31, 2017.
(3) This percentage is calculated based upon 10,633,042 shares of the Common Stock outstanding as of November 7, 2017 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2017, filed with the Securities and Exchange Commission on November 13, 2017.
CUSIP NO. 36870A108 13G Page 6 of 11 Pages
| 1 | NAMES OF REPORTING PERSONS Juan Enriquez | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER | |
| OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1) | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF | |
| ORGANIZATION United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 898,422 (2) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED | |
| DISPOSITIVE POWER 898,422 (2) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY | |
| EACH REPORTING PERSON 898,422 (2) | ||
| 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) 8.45% (3) | ||
| 12 | TYPE OF REPORTING PERSON (SEE | |
| INSTRUCTIONS) IN |
(1) This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (Excel GP), Excel Venture Fund II, L.P. (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans), Juan Enriquez (Enriquez) and Caleb Winder (Winder and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 858,823 shares of Common Stock and an immediately exercisable warrant to purchase 39,599 shares held by Excel as of December 31, 2017.
(3) This percentage is calculated based upon 10,633,042 shares of the Common Stock outstanding as of November 7, 2017 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2017, filed with the Securities and Exchange Commission on November 13, 2017.
CUSIP NO. 36870A108 13G Page 7 of 11 Pages
| 1 | NAMES OF REPORTING PERSONS Caleb Winder | |
|---|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER | |
| OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1) | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF | |
| ORGANIZATION United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 898,422 (2) | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED | |
| DISPOSITIVE POWER 898,422 (2) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY | |
| EACH REPORTING PERSON 898,422 (2) | ||
| 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) 8.45% (3) | ||
| 12 | TYPE OF REPORTING PERSON (SEE | |
| INSTRUCTIONS) IN |
(1) This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (Excel GP), Excel Venture Fund II, L.P. (Excel), Frederick R. Blume (Blume), Steven R. Gullans (Gullans), Juan Enriquez (Enriquez) and Caleb Winder (Winder and, together with each of the foregoing, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 858,823 shares of Common Stock and an immediately exercisable warrant to purchase 39,599 shares held by Excel as of December 31, 2017.
(3) This percentage is calculated based upon 10,633,042 shares of the Common Stock outstanding as of November 7, 2017 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2017, filed with the Securities and Exchange Commission on November 13, 2017.
CUSIP NO. 36870A108 13G Page 8 of 11 Pages
Item 1(a) Name of Issuer:
Gemphire Therapeutics Inc.
Item 1(b) Address of issuers principal executive offices:
17199 N. Laurel Park Drive, Suite 401
Livonia, MI 48152
Items 2(a) Name of Reporting Persons filing:
Excel Ventures II GP, LLC (Excel GP)
Excel Venture Fund II, L.P. (Excel)
Frederick R. Blume (Blume)
Steven R. Gullans (Gullans)
Juan Enriquez (Enriquez)
Caleb Winder (Winder)
Item 2(b) Address or principal business office or, if none, residence:
Prudential Tower
800 Boylston Street, Suite 2825
Boston, MA 02199
Item 2(c) Citizenship:
| Name | Citizenship or Place of Organization |
|---|---|
| Excel GP | Delaware Limited Liability Company |
| Excel | Delaware Limited Partnership |
| Blume | United States of America |
| Gullans | United States of America |
| Enriquez | United States of America |
| Winder | United States of America |
Item 2(d) Title of class of securities:
Common Stock, $0.001 par value
Item 2(e) CUSIP Number:
36870A108
Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:
Not applicable.
Item 4 Ownership
The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2017:
CUSIP NO. 36870A108 13G Page 9 of 11 Pages
| Reporting Persons — Excel
GP | 0 | 0 | 898,422 | 0 | 898,422 | 898,422 | 8.45 % |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Excel(2) | 898,422 | 0 | 898,422 | 0 | 898,422 | 898,422 | 8.45 % |
| Blume | 0 | 0 | 898,422 | 0 | 898,422 | 898,422 | 8.45 % |
| Gullans | 0 | 0 | 898,422 | 0 | 898,422 | 898,422 | 8.45 % |
| Enriquez | 0 | 0 | 898,422 | 0 | 898,422 | 898,422 | 8.45 % |
| Winder | 0 | 0 | 898,422 | 0 | 898,422 | 898,422 | 8.45 % |
(1) This percentage is calculated based upon 10,633,042 shares of the Common Stock outstanding as of November 7, 2017 as set forth in the Issuers most recent Form 10-Q for the period ending September 30, 2017, filed with the Securities and Exchange Commission on November 13, 2017.
(2) Excel Venture Fund II, L.P. owns 858,823 shares and an immediately exercisable warrant to purchase 39,599 shares.
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 Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 purposes or effect.
CUSIP NO. 36870A108 13G Page 10 of 11 Pages
SIGNATURES
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 12, 2018
| EXCEL VENTURE FUND II, L.P. | |
|---|---|
| BY: | EXCEL VENTURES II GP, LLC |
| ITS: | GENERAL PARTNER |
| By: | /s/ Caleb Winder |
| Manager | |
| EXCEL VENTURES II GP, LLC | |
| /s/ Caleb Winder | |
| Manager | |
| /s/ Frederick R. Blume | |
| Frederick R. Blume | |
| /s/ Steven R. Gullans | |
| Steven R. Gullans | |
| /s/ Juan Enriquez | |
| Juan Enriquez | |
| /s/ Caleb Winder | |
| Caleb Winder |
Exhibit(s):
Exhibit 99.1: Joint Filing Statement
| CUSIP NO. 36870A108 |
|---|
| AGREEMENT |
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Gemphire Therapeutics Inc.
Dated: February 12, 2018
| EXCEL VENTURE FUND II, L.P. | |
|---|---|
| BY: | EXCEL VENTURES II GP, LLC |
| ITS: | GENERAL PARTNER |
| By: | /s/ Caleb Winder |
| Manager | |
| EXCEL VENTURES II GP, LLC | |
| /s/ Caleb Winder | |
| Manager | |
| /s/ Frederick R. Blume | |
| Frederick R. Blume | |
| /s/ Steven R. Gullans | |
| Steven R. Gullans | |
| /s/ Juan Enriquez | |
| Juan Enriquez | |
| /s/ Caleb Winder | |
| Caleb Winder |