Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 10)¹

Achaogen, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

004449104

(CUSIP Number)

ADAM W. FINERMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 26, 2019

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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).

1

NAME OF REPORTING PERSON

ROBERT W. DUGGAN

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

4,320,551*

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

4,320,551*

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,320,551*

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.8%*

14

TYPE OF REPORTING PERSON

IN

 

* Represents (i) 4,190,126 Shares held by Mr. Duggan, (ii) 170 Shares held by Genius Inc., (iii) 30,000 Shares held by Blaze-On and (iv) 100,255 Shares held by RWD Foundation.

  

1

NAME OF REPORTING PERSON

GENIUS INC.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

170

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

170

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

170

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

CO

  

 

1

NAME OF REPORTING PERSON

BLAZE-ON CORPORATION

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

CALIFORNIA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

30,000

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

30,000

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

30,000

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

CO

  

 

1

NAME OF REPORTING PERSON

ROBERT W. DUGGAN FOUNDATION

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

NEVADA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

100,255

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

100,255

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,255

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

  

The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)–(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each of the Reporting Persons is based on 63,206,001 Shares outstanding, as of February 22, 2019, which is the total number of Shares outstanding as advised by the Issuer on February 25, 2019.

A.

Mr. Duggan

(a)

As of the close of business on March 28, 2019, Mr. Duggan directly owned 4,190,126 Shares. As the sole shareholder of Genius Inc., Mr. Duggan may be deemed the beneficial owner of the 170 Shares owned by Genius Inc. As the sole officer and sole director of Blaze-On, Mr. Duggan may be deemed the beneficial owner of the 30,000 Shares owned by Blaze-On. As the President of RWD Foundation, Mr. Duggan may be deemed the beneficial owner of the 100,255 Shares owned by RWD Foundation.

Percentage: Approximately 6.8%

(b)

1. Sole power to vote or direct vote: 4,320,551 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,320,551 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the Shares by Mr. Duggan since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.

Genius Inc.

(a)

As of the close of business on March 28, 2019, Genius Inc. beneficially owned 170 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 170 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 170 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the Shares by Genius Inc. since the filing of Amendment No. 9 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

 

C.

Blaze-On

(a)

As of the close of business on March 28, 2019, Blaze-On beneficially owned 30,000 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 30,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 30,000 4. Shared power to dispose or direct the disposition: 0

 

(c)

Blaze-On has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D.

D.

RWD Foundation

(a)

As of the close of business on March 28, 2019, RWD Foundation beneficially owned 100,255 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 100,255 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 100,255 4. Shared power to dispose or direct the disposition: 0

 

(c)

RWD Foundation has not entered into any transactions in the Shares since the filing of Amendment No. 9 to the Schedule 13D.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 28, 2019

	GENIUS INC.
	By:	/s/ Robert W. Duggan
		Name:	Ryan Flake
		Title:	Chief Financial Officer

 

 

	BLAZE-ON CORPORATION
	By:	/s/ Robert W. Duggan
		Name:	Robert W. Duggan
		Title:	Chief Executive Officer

 

 

	Robert W. Duggan Foundation
	By:	/s/ Robert W. Duggan
		Name:	Robert W. Duggan
		Title:	President

 

 

	/s/ Robert W. Duggan
	Robert W. Duggan

SCHEDULE A

 

Transactions in the Shares Since the Filing of Amendment No. 9 to the Schedule 13D

 

Type of Security

Securities Purchased / (Sold)

Price Per Share($)

Date of Purchase / Sale

 

ROBERT W. DUGGAN

 

Common Stock	(100,000)	0.55	03/21/2019
Common Stock	(246,800)	0.54	03/22/2019
Common Stock	(543,100)	0.50	03/26/2019
Common Stock	(7,388)	0.49	03/27/2019
Common Stock	(468,000)	0.46	03/28/2019

 

GENIUS INC.

 

Common Stock

(72,000)

0.55

03/21/2019