Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

VALLON PHARMACEUTICALS, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

92023M101

(CUSIP Number)

 

December 31, 2021

(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 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 the disclosures provided in a prior cover page.

 

The information required in 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, as amended (“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. 92023M101

 

1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)   Arcturus Therapeutics Holdings Inc.
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   843,750
	6.	Shared Voting Power*   0
	7.	Sole Dispositive Power   843,750
	8.	Shared Dispositive Power*   0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person*   843,750
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)		☐
11.	Percent of Class Represented by Amount in Row (9)*   12.38%
12.	Type of Reporting Person (See Instructions)   CO

 

*

See Item 4 below.

 

 

Item 1.
	(a)		Name of Issuer   Vallon Pharmaceuticals, Inc.
	(b)		Address of Issuer’s Principal Executive Offices   100 N.18th Street, Suite 300 Philadelphia, PA 19103
Item 2.
	(a)		Name of Person(s) Filing   Arcturus Therapeutics Holdings Inc. (“Arcturus”)
	(b)		Address of Principal Business Office or, if none, Residence   10628 Science Center Drive, Suite 250 San Diego, California 92121
	(c)		Citizenship   United States
	(d)		Title of Class of Securities   Common Stock, par value $0.0001 per share
	(e)		CUSIP Number   92023M101
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

 

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page is incorporated herein by reference.

 

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 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, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

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: February 14, 2022

 

	Arcturus Therapeutics Holdings Inc.
	By:	/s/ Joseph E. Payne
	Name:	Joseph E. Payne
	Title:	Chief Executive Officer