Filing Details

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.

NAME OF REPORTING PERSON

Iroko Pharmaceuticals Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

7,023,333⁽¹⁾

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

7,023,333⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,023,333⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.5%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

HC

Includes 2,436,459 shares of Common Stock issuable upon exercise of the Iroko Warrant.

Calculated based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

NAME OF REPORTING PERSON

Iroko Properties Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

7,023,333⁽¹⁾

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

7,023,333⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,023,333⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.5%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

CO

Includes 2,436,459 shares of Common Stock issuable upon exercise of the Iroko Warrant.

Calculated based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

NAME OF REPORTING PERSON

Nathan D. Hukill

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

7,023,333⁽¹⁾

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

7,023,333⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,023,333⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.5%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

IN

Includes 2,436,459 shares of Common Stock issuable upon exercise of the Iroko Warrant.

Calculated based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

NAME OF REPORTING PERSON

CR Group L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

7,023,333⁽¹⁾

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

7,023,333⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,023,333⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.5%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

IA

Includes 2,436,459 shares of Common Stock issuable upon exercise of the Iroko Warrant.

Calculated based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K, filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

NAME OF REPORTING PERSON

CRG Partners III L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

7,023,333⁽¹⁾

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

7,023,333⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,023,333⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.5%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

PN

Includes 2,436,459 shares of Common Stock issuable upon exercise of the Iroko Warrant.

Calculated based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

NAME OF REPORTING PERSON

CRG Partners III Parallel FundA L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

7,023,333⁽¹⁾

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

7,023,333⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,023,333⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.5%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

PN

Includes 2,436,459 shares of Common Stock issuable upon exercise of the Iroko Warrant.

Calculated based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

NAME OF REPORTING PERSON

CRG Partners III Parallel FundB (Cayman) L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

7,023,333⁽¹⁾

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

7,023,333⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,023,333⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.5%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

PN

Includes 2,436,459 shares of Common Stock issuable upon exercise of the Iroko Warrant.

Calculated based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

NAME OF REPORTING PERSON

CRG Partners III (Cayman) Lev AIV I L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

7,023,333⁽¹⁾

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

7,023,333⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,023,333⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.5%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

PN

Includes 2,436,459 shares of Common Stock issuable upon exercise of the Iroko Warrant.

Calculated based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

NAME OF REPORTING PERSON

CRG Partners III (Cayman) Unlev AIV I L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH

SOLE VOTING POWER

None

SHARED VOTING POWER

7,023,333⁽¹⁾

SOLE DISPOSITIVE POWER

None

SHARED DISPOSITIVE POWER

7,023,333⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,023,333⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.5%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

PN

Includes 2,436,459 shares of Common Stock issuable upon exercise of the Iroko Warrant.

Calculated based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

Security and Issuer.

Identity and Background.

This statement is jointly filed pursuant to a Joint Filing Agreement, dated as of February 11, 2019 and attached hereto as Exhibit A, by (i) Iroko Properties Inc., a company incorporated under the laws of the British Virgin Islands (Iroko Properties), (ii) Iroko Pharmaceuticals Inc., a business company incorporated under the laws of the British Virgin Islands (Iroko Pharmaceuticals), (iii) Nathan D. Hukill, (iv) CR Group L.P., a Delaware limited partnership (CR Group), (v) CRG Partners III L.P., a Delaware limited partnership (CRG Partners III), (vi) CRG Partners III Parallel Fund A L.P., a Delaware limited partnership (CRG Parallel Fund A), (vii) CRG Partners III Parallel Fund B (Cayman) L.P., a limited partnership organized under the laws of the Cayman Islands (CRG Parallel Fund B), (viii) CRG Partners III (Cayman) Lev AIV I L.P., a limited partnership organized under the laws of the Cayman Islands (CRG Lev AIV), (ix) CRG Partners III (Cayman) Unlev AIV I L.P., a limited partnership organized under the laws of the Cayman Islands (CRG Unlev AIV, and together with Iroko Properties, Iroko Pharmaceuticals, Nathan D. Hukill, CR Group, CRG Partners III, CRG Parallel Fund A, CRG Parallel Fund B, CRG Lev AIV, and CRG Unlev AIV, the Reporting Persons). Iroko Properties acquired the Shares (defined below) and the Iroko Warrant (defined below) on January 31, 2019 in connection with the Asset Purchase Agreement, dated as of October 30, 2018, by and among Iroko Pharmaceuticals, the Issuer and Egalet US Inc., a Delaware corporation, as amended (the Asset Purchase Agreement). Iroko Pharmaceuticals is the sole shareholder of Iroko Properties. CRG Parallel Fund A, CRG Parallel Fund B, CRG Lev AIV, CRG Unlev AIV and CRG Partners III (collectively, the CRG Entities) collectively hold all of the issued and outstanding shares of Iroko Pharmaceuticals. CR Group serves as the investment manager for the CRG Entities. CR Group is indirectly controlled by Mr. Hukill.

The principal business address of Iroko Properties is 150 Rouse Boulevard, Philadelphia, PA 19112. The address of Iroko Pharmaceuticals is 150 Rouse Boulevard, Philadelphia, PA 19112. The address of CR Group and the CRG Entities is 1000 Main St., Suite 2500 Houston, TX 77002. The business address for Nathan D. Hukill is c/o CR Group 1000 Main St., Suite 2500 Houston, TX 77002.

Prior to the sale of substantially all of its assets to the Issuer pursuant to the Asset Purchase Agreement in connection with the acquisition of the Shares and the Iroko Warrant, Iroko Pharmaceuticals was a specialty pharmaceutical company focused on developing and commercializing innovative treatment options for pain management. Following the consummation of the transactions contemplated by the Asset Purchase Agreement, the principal business of Iroko Properties and Iroko Pharmaceuticals is holding and investing in accounts under their management. The principal business of CR Group and the CRG Entities is holding and investing in accounts under their management. Mr. Hukill is the President and Chairman of CR Group.

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Iroko Properties and Iroko Pharmaceuticals are each business companies incorporated under the laws of the British Virgin Islands. CR Group, CRG Parallel Fund A and CRG Partners III are each Delaware limited partnerships. CRG Parallel Fund B, CRG Lev AIV and CRG Unlev AIV are each limited partnerships organized under the laws of the Cayman Islands. Mr. Hukill is a citizen of the United States.

Source or Amount of Funds or Other Consideration.

Purpose of Transaction.

Interest in Securities of the Issuer.

The information contained on the cover pages of this Schedule 13D and Item 6 of this Schedule 13D is incorporated by reference into this Item 5.

Iroko Properties beneficially owns 4,586,874 shares of Common Stock (the Shares) and a warrant issued by the Issuer pursuant to which Iroko Properties has the right to acquire up to an additional 2,436,459 shares of Common Stock under certain conditions (the Iroko Warrant). The Shares, together with the Iroko Warrant represent approximately 59.5% of the outstanding shares of Common Stock of the Issuer based on 9,360,968 shares of the Common Stock outstanding as of January 31, 2019, as reported by Egalet Corporation on a Current Report on Form 8-K filed on February 1, 2019. Excluding the shares of Common Stock issuable upon exercise of the Iroko Warrant, Iroko Properties directly owns 49.0% of the issued and outstanding shares of Common Stock.

As the sole shareholder of Iroko Properties, Iroko Pharmaceuticals indirectly beneficially owns the Shares and the Iroko Warrant.

The CRG Entities may be deemed to beneficially own the Shares and the Iroko Warrant by virtue of their collective ownership of the all of the equity interests in Iroko Pharmaceuticals.

CR Group may be deemed to beneficially own the Shares and the Iroko Warrant by virtue of its position as the investment manager for the CRG Entities.

Mr. Hukill may be deemed to have beneficial ownership over the Shares and the Iroko Warrant by virtue of his indirect control of CR Group.

Iroko Pharmaceuticals, as the sole shareholder of Iroko Properties, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Shares and the Iroko Warrant.

The CRG Entities may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Shares and the Iroko Warrant by virtue of their collective ownership of the all of the equity interests in Iroko Pharmaceuticals.

CR Group may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Shares and the Iroko Warrant by virtue of its position as the investment manager for the CRG Entities.

Mr. Hukill may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Shares and the Iroko Warrant by virtue of his indirect control of CR Group.

Not applicable.

No person (other than the Reporting Persons) 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, the Shares or the Iroko Warrant.

Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Material to Be Filed as Exhibits.