Filing Details
- Accession Number:
- 0001193125-20-185791
- Form Type:
- 13G Filing
- Publication Date:
- 2020-07-02 06:21:25
- Filed By:
- Aspire Capital Fund, Llc
- Company:
- Akari Therapeutics Plc (NASDAQ:AKTX)
- Filing Date:
- 2020-07-02
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Aspire Capital Fund | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
| Aspire Capital Partners | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
| SGM Holdings Corp. 36-430346 | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
| Red Cedar Capital Corp | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
| Chrisko Investors, Inc | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
| WML Ventures Corp. 8 | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
| Steven G. Martin | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
| Erik J. Brown | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
| Christos Komissopoulos | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
| William F. Blank, III | 0 | 673,580,900 | 0 | 673,580,900 | 673,580,900 | 19.89% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Akari Therapeutics, Plc
(Name of Issuer)
Ordinary Shares, par value £0.01 per share
(Title of Class of Securities)
00972G108
(CUSIP Number)
July 1, 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:
☐ 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. 00972G108 | 13G | Page 2 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aspire Capital Fund, LLC 27-1406279 | |||||
| 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
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
| (1) | The securities include (i) 642,820,000 ordinary shares, par value £0.01 per share (the Ordinary Shares) of Akari Therapeutics, Plc (the Issuer) represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 3 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aspire Capital Partners, LLC 27-1406238 | |||||
| 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
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
| (1) | The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 4 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SGM Holdings Corp. 36-4303462 | |||||
| 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
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
| (1) | The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 5 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Cedar Capital Corp. 20-1313891 | |||||
| 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
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
| (1) | The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 6 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chrisko Investors, Inc. 27-5414284 | |||||
| 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
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
| (1) | The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 7 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WML Ventures Corp. 82-3709389 | |||||
| 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
Illinois | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
| (1) | The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 8 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven G. Martin | |||||
| 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 | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 9 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Erik J. Brown | |||||
| 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 | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 10 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christos Komissopoulos | |||||
| 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 | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 11 of 15 Pages |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Blank, III | |||||
| 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 | 5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
673,580,900 (1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
673,580,900 (1) | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,580,900 (1) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.89% (1)(2) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| (1) | The securities include (i) 642,820,000 Ordinary Shares represented by 6,428,200 American Depositary Shares (ADSs) and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares. |
| (2) | Based on 3,386,573,113 Ordinary Shares issued and outstanding as of June 30, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on July 1, 2020. |
| CUSIP No. 00972G108 | 13G | Page 12 of 15 Pages |
Item 1.
| (a) | Name of Issuer |
Akari Therapeutics, PLC (Issuer)
| (b) | Address of Issuers Principal Executive Offices |
75/76 Wimpole Street, London W1G 9RT, United Kingdom
Item 2.
| (a) | Name of Person Filing |
Aspire Capital Fund, LLC (Aspire Fund)
Aspire Capital Partners, LLC (Aspire Partners)
SGM Holdings Corp. (SGM)
Red Cedar Capital Corp. (Red Cedar)
Chrisko Investors, Inc. (Chrisko)
WML Ventures Corp. (WML Ventures)
Steven G. Martin (Mr. Martin)
Erik J. Brown (Mr. Brown)
Christos Komissopoulos (Mr. Komissopoulos)
William F. Blank, III (Mr. Blank)
| (b) | Address of the Principal Office or, if none, residence |
The address of the principal business office of each of Aspire Fund, Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank is:
155 N. Wacker Drive, Suite 1600, Chicago, Illinois 60606
| (c) | Citizenship |
Aspire Fund Illinois
Aspire Partners Illinois
SGM Illinois
Red Cedar Illinois
Chrisko Illinois
WML Ventures Illinois
Mr. Martin United States
Mr. Brown United States
Mr. Komissopoulos United States
Mr. Blank United States
| (d) | Title of Class of Securities |
Ordinary Shares, par value £0.01 per share (Ordinary Shares).
| (e) | CUSIP Number |
00972G108
| CUSIP No. 00972G108 | 13G | Page 13 of 15 Pages |
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:
Not applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| Reporting person | Amount beneficially owned: | Percent of class: |
| Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | |||||||||||||||||||||
| Aspire Capital Fund, LLC | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
| Aspire Capital Partners, LLC | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
| SGM Holdings Corp. | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
| Red Cedar Capital Corp. | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
| Chrisko Investors, Inc. | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
| WML Ventures | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
| Steven G. Martin | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
| Erik J. Brown | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
| Christos Komissopoulos | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
| William F. Blank, III | 673,580,900 | 19.89 | % | 0 | 673,580,900 | 0 | 673,580,900 | |||||||||||||||||||||
Aspire Fund may be deemed the beneficial owner of 642,820,000 Ordinary Shares, consisting of (i) 642,820,000 Ordinary Shares of the Issuer represented by 6,428,200 American Depositary Shares and (ii) 40,760,900 Ordinary Shares. The securities do not include 85,139,300 Ordinary Shares represented by 851,393 ADSs issuable upon exercise of certain warrants, the exercise of which is subject to a beneficial ownership limitation of 9.99% of the Issuers outstanding Ordinary Shares.
Aspire Partners is the Managing Member of Aspire Fund. SGM is the Managing Member of Aspire Partners. Mr. Martin the president and sole shareholder of SGM, as well as a principal of Aspire Partners. Mr. Brown is the president and sole shareholder of Red Cedar, which is a principal of Aspire Partners. Mr. Komissopoulos is president and sole shareholder of Chrisko, which is a principal of Aspire Partners. Mr. Blank is the president and sole shareholder of WML Ventures, which is a principal of Aspire Partners.
Pursuant to Section 13(d) of the Act, each of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank may be deemed to be a beneficial owner of the Shares held by Aspire Fund.
Pursuant to Rule 13d-4 of the Act, each of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank disclaims beneficial ownership of the Shares held by Aspire Fund.
Item 5. Ownership of 5 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 5 percent of the class of securities, check the following ☐.
| CUSIP No. 00972G108 | 13G | Page 14 of 15 Pages |
Item 6. Ownership of More than 5 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 a Group.
Not applicable.
| CUSIP No. 00972G108 | 13G | Page 15 of 15 Pages |
Item 10. Certification.
Not applicable.
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.
Dated: July 2, 2020
| ASPIRE CAPITAL FUND, LLC BY: ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP. | ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP. | |||||||
| By: | /s/ Steven G. Martin | By: | /s/ Steven G. Martin | |||||
| Name: | Steven G. Martin | Name: | Steven G. Martin | |||||
| Title: | President | Title: | President | |||||
| SGM HOLDINGS CORP. | RED CEDAR CAPITAL CORP. | |||||||
| By: | /s/ Steven G. Martin | By: | /s/ Erik J. Brown | |||||
| Name: | Steven G. Martin | Name: | Erik J. Brown | |||||
| Title: | President | Title: | President | |||||
| CHRISKO INVESTORS, INC. | WML VENTURES CORP. | |||||||
| By: | /s/ Christos Komissopoulos | By: | /s/ William F. Blank III | |||||
| Name: | Christos Komissopoulos | Name: | William F. Blank III | |||||
| Title: | President | Title: | President | |||||
| STEVEN G. MARTIN | ERIK J. BROWN | |||||||
| /s/ Steven G. Martin | /s/ Erik J. Brown | |||||||
| CHRISTOS KOMISSOPOULOS | WILLIAM F. BLANK III | |||||||
| /s/ Christos Komissopoulos | /s/ William F. Blank III | |||||||
EXHIBIT INDEX
| Exhibit Number | Exhibit Description | |
| 99.1 99.2 | Joint Filing Agreement Power of Attorney |