UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment No. 2)*
Under
the Securities Exchange Act of 1934
Plus Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
72941H400
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 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).
EXPLANATORY NOTE
This Amendment No. 2 is being filed jointly by the Reporting Persons and amends the Schedule 13G/A (Amendment No. 1) filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 26, 2021. The purpose of this Amendment No. 2 is to revise the date in Item 4., paragraph two, from October 27, 2019 to October 27, 2020.
| CUSIP No. 72941H400 | 13G/A | Page 3 of 8 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS NanoTx, Corp. |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
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| 3. | SEC USE ONLY
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| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 00,000 | ||
| 6. | SHARED
VOTING POWER 230,769 | |||
| 7. | SOLE
DISPOSITIVE POWER 00,000 | |||
| 8. | SHARED
DISPOSITIVE POWER |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,769 (See Item 4) |
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| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
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| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.83% |
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| 12. | TYPE OF
REPORTING PERSON (see instructions) CO |
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| CUSIP No. 72941H400 | 13G/A | Page 4 of 8 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS Andrew Brenner |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
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| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 00,000 | ||
| 6. | SHARED
VOTING POWER 230,769 | |||
| 7. | SOLE
DISPOSITIVE POWER 00,000 | |||
| 8. | SHARED
DISPOSITIVE POWER |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,769 (See Item 4) |
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| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
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| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.83% |
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| 12. | TYPE OF
REPORTING PERSON (see instructions) IN |
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| CUSIP No. 72941H400 | 13G/A | Page 5 of 8 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS William Phillips |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
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| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 00,000 | ||
| 6. | SHARED
VOTING POWER 230,769 | |||
| 7. | SOLE
DISPOSITIVE POWER 00,000 | |||
| 8. | SHARED
DISPOSITIVE POWER |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,769 (See Item 4) |
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| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
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| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.83% |
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| 12. | TYPE OF
REPORTING PERSON (see instructions) IN |
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| CUSIP No. 72941H400 | 13G/A | Page 6 of 8 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS Ande Bao |
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| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o |
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| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 00,000 | ||
| 6. | SHARED
VOTING POWER 230,769 | |||
| 7. | SOLE
DISPOSITIVE POWER 00,000 | |||
| 8. | SHARED
DISPOSITIVE POWER |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,769 (See Item 4) |
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| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.83% |
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| 12. | TYPE OF
REPORTING PERSON (see instructions) IN |
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| CUSIP No. 72941H400 | 13G/A | Page 7 of 8 Pages | ||
Amendment No. 2 to Schedule 13G
This Amendment No. 2 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on May 14, 2020 (the “Schedule 13G”). Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.
Item 4. Ownership.
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The Issuer’s Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on November 6, 2020, discloses that the total number of outstanding shares of Common Stock as of October 27, 2020 was 4,779,584. The percentages set forth on row (11) are based on the Issuer’s total number of outstanding shares of Common Stock.
Dr. Brenner, Dr. Phillips and Dr. Bao serve as Directors of NanoTx, in whose name the Common Stock is held. As such, they may be deemed to be beneficial owners of the Common Stock. Dr. Brenner, Dr. Phillips and Dr. Bao disclaim beneficial ownership of these securities.
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 each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x
Item 10. Certification.
| 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. |
| CUSIP No. 72941H400 | 13G/A | Page 8 of 8 Pages | ||
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.
Date: February 24, 2021
/s/ Dr. Andrew Brenner Dr. Andrew Brenner | |
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/s/ Dr. William Phillips Dr. William Phillips | |
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/s/ Dr. Ande Bao Dr. Ande Bao | |
NanoTx, Corp., by:
/s/ Dr. Andrew Brenner Dr. Andrew Brenner, President |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: February 24, 2021
/s/ Dr. Andrew Brenner Dr. Andrew Brenner | |
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/s/ Dr. William Phillips Dr. William Phillips | |
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/s/ Dr. Ande Bao Dr. Ande Bao | |
NanoTx, Corp., by:
/s/ Dr. Andrew Brenner Dr. Andrew Brenner, President |