Filing Details

  

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Blue Water Vaccines, Inc.

(Name of Issuer)

 

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

 

09610B108

(CUSIP Number)

 

Michael Venerable

Representative of the Manager

CincyTech Fund IV, LLC

c/o CincyTech, LLC

2900 Reading Road, Suite 410

Cincinnati, Ohio 45206

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 23, 2022

(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.

 

*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 CincyTech Fund IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ohio
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY EACH REPORTING   PERSON WITH		7	SOLE VOTING POWER 832,836
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 832,836
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 832,836
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5%
14	TYPE OF REPORTING PERSON OO

 

  

1	NAME OF REPORTING PERSON CincyTech, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   832,836
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   832,836
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.5%
14	TYPE OF REPORTING PERSON   OO

 

 

Item 1.    Security and Issuer.

 

This Statement of Beneficial Ownership on Schedule 13D (this “Statement”) relates to the Common Stock, $0.00001 par value per share (the “Common Stock”), of Blue Water Vaccines, Inc., a Delaware corporation (the “Company”), which has its principal executive offices located at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202. The Common Stock is listed on the Nasdaq Capital Market under the symbol “BWV.”

 

On February 23, 2022, the Company completed its initial public offering.

 

Item 2.    Identity and Background.

 

This Statement is filed by CincyTech Fund IV, LLC, an Ohio limited liability company (“Fund IV”), which is a private fund exempt from registration under the Investment Company Act of 1940, as amended, and CincyTech, LLC, an Ohio limited liability company (“CincyTech”), which is a private fund adviser exempt from registration and the manager and a member of Fund IV. The disposition of the Common Stock held by Fund IV is controlled by the Investment Committee of Fund IV. As manager of Fund IV, CincyTech has the right to control the voting of the Common Stock held by Fund IV. Fund IV and CincyTech sometimes are referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”

 

The business address of each of the Reporting Persons is 2900 Reading Road, Suite 410, Cincinnati, Ohio 45206.

 

Upon the closing of the Company’s initial public offering on February 23, 2022, Fund IV acquired direct beneficial ownership, and CincyTech acquired indirect beneficial ownership through Fund IV, of 806,068 shares of Common Stock through the previously agreed upon automatic conversion of 164,203 shares of Series Seed Preferred Stock of the Company held by Fund IV (the “Series Seed Preferred Stock”).

 

Fund IV also holds an option (the “Option”) to acquire 45,920 shares of Common Stock at an exercise price of $0.01 per share, which was granted to Fund IV on April 3, 2020 on account of John Rice, Managing Director of CincyTech, previously serving as a director of the Company. The Option vests on a monthly basis through December 31, 2023 and is exercisable within 60 days hereof with respect to 26,768 shares of Common Stock.

 

The members of Fund IV’s Investment Committee and the directors and executive officers of CincyTech are set forth on Schedule I hereto. Schedule I sets forth each such person’s: (i) name, (ii) business address, (iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employee is employed, and (iv) citizenship. Michael Venerable, President and Chief Executive Officer of CincyTech, is a director of the Company.

 

Neither of the Reporting Persons nor any of their partners, managers, officers or other controlling persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

Neither of the Reporting Persons nor any of their partners, managers, officers or other controlling 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.

 

 

Item 3.    Source and Amount of Funds or Other Consideration.

 

The sole consideration for the acquisition by Fund IV of the Common Stock of the Company owned by Fund IV was the conversion of the Series Seed Preferred Stock and accrued and unpaid dividends thereon into the Common Stock in accordance with the terms of the Series Seed Preferred Stock. The conversion price of the Series Seed Preferred Stock was $1.5225 per share. Fund IV purchased the Series Seed Preferred Stock in July 2019 at a price of $6.09 per share with funds contributed to Fund IV by its members. The Option was granted to Fund IV without consideration.

 

Item 4.    Purpose of Transaction.

 

The Reporting Persons acquired the Common Stock reported in this Statement for investment purposes in connection with the Company’s initial public offering. The Reporting Persons and their affiliates may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.

 

The Reporting Persons do not have any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.    Interest in Securities of the Issuer.

 

(a) The Reporting Persons beneficially own 832,836 shares of Common Stock (including 26,768 shares of Common Stock which may be acquired within 60 days of the date hereof upon the exercise of the Option), which represents approximately 7.5% of the Company’s outstanding shares of Common Stock. All of the Common Stock is beneficially owned directly by Fund IV, and indirectly by CincyTech, the manager and a member of Fund IV, through its control of Fund IV.

 

The percentage ownership of shares of Common Stock by the Reporting Person as set forth in this Statement is based on the 11,048,587 shares of Common Stock reported by the Company as outstanding as of February 23, 2022 in its Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424 on February 23, 2022.

 

(b) Fund IV’s Investment Committee has the sole power to direct the disposition of the Common Stock, held by Fund IV, including any shares of Common Stock acquired by Fund IV upon the exercise of the Option. CincyTech, as the manager of Fund IV, has the sole power to direct the vote of the Common Stock held by Fund IV, including any shares of Common Stock acquired by Fund IV upon the exercise of the Option.

 

(c) The sole transaction by the Reporting Persons in the Common Stock in the last 60 days was the acquisition directly by Fund IV and indirectly by CincyTech of 806,068 shares of Common Stock through the agreed upon automatic conversion of the Series Seed Preferred Stock held by Fund IV and accrued and unpaid dividends thereon on the closing of the initial public offering of the Company on February 23, 2022.

 

(d) 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 proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person; however, CincyTech, as the manager of Fund IV, has the right from time to time to cause Fund IV to make distributions to the members of Fund IV of any such dividends or proceeds received by Fund IV. None of the members of Fund IV other than CincyTech has the right to receive beneficial ownership of 5% or more of the Company’s Common Stock by reason of any distribution from Fund IV.

 

(e) Not applicable.

 

 

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The Company granted the Option to purchase 11,480 shares of Common Stock at an exercise price of $.05 per share to Fund IV on April 3, 2020. As a result of a forward stock split at a ratio of 4-for-1 on November 24, 2021, the number of shares of Common Stock subject to the Option was increased to 45,920 and the exercise price was reduced to $.01 per share. The Option vests on a monthly basis through December 31, 2023.

 

Fund IV entered into a customary lock-up agreement pursuant to which it agreed with the underwriter of the Company’s initial public offering that, for a period of 180 days after the effective date of the Company’s registration statement related to its initial public offering, it would not offer, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company without the underwriter’s prior written consent.

 

Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

 

Item 7.    Material to Be Filed as Exhibits.

 

Joint Filing Agreement among the Reporting Persons (set forth on the signature page to this Statement and incorporated herein by reference).

 

Stock Option Grant Agreement dated April 3, 2020 between the Company and Fund IV is filed as Exhibit 99.1 hereto.

 

Lock-Up Agreement between Fund IV and Boustead Securities, LLC is filed as Exhibit 99.2 hereto.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: March 3, 2022

 

CINCYTECH FUND IV, LLC
/s/ Michael Venerable
Michael Venerable Representative of the Manager
CINCYTECH, LLC
/s/ Michael Venerable
Michael Venerable President and Chief Executive Officer

 

 

Schedule 1

 

Members of the Investment Committee of

CincyTech Fund IV, LLC

 

Information regarding each member of the Investment Committee of CincyTech Fund IV, LLC (each of whom is a U.S. citizen) is set forth below:

 

Name, Title	Address	Principal Occupation
Douglas Groh, CincyTech Fund IV, LLC Investment Committee Member	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Managing Director   CincyTech, LLC   2900 Reading Rd., Suite 410 Cincinnati, OH 45206
Marcus Hannah, CincyTech Fund IV, LLC Investment Committee Member	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Partner/CFO Castellini Management Company Limited Partnership 312 Elm St., Suite 2600 Cincinnati, OH 45202
John Rice, CincyTech Fund IV, LLC Investment Committee Member	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Managing Director CincyTech, LLC 2900 Reading Rd., Suite 410 Cincinnati, OH 45206
Steve Turnbull, CincyTech Fund IV, LLC Investment Committee Member	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Investor
Michael Venerable, CincyTech Fund IV, LLC Investment Committee Member	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	President & CEO CincyTech, LLC 2900 Reading Rd., Suite 410 Cincinnati, OH 45206

 

 

Directors and Executive Officers of CincyTech, LLC

 

Information regarding each director and executive officer of CincyTech, LLC (each of whom is a U.S. citizen) is set forth below:

 

Name, Title	Address	Principal Occupation
David Adams, Member of the Board of Managers	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Chief Innovation Officer University of Cincinnati 2900 Reading Rd., Suite 400 Cincinnati, OH 45206
James Anderson, Member of the Board of Managers	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Senior Strategic and External Affairs Advisor   Taft Stettinius & Hollister LLP   425 Walnut St., Suite 1800   Cincinnati, OH 45202
Abram Gordon, Member of the Board of Managers	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Vice President Innovation Ventures Cincinnati Children’s Hospital Medical Center 3333 Burnet Ave. Cincinnati, OH 45229
Vada Hill, Member of the Board of Managers	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Board Member & Advisor to various organizations
Jill Meyer, Chairperson of the Board of Managers	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	President & CEO   Cincinnati USA Regional Chamber   3 East 4th St., Suite 200   Cincinnati, OH 45202
Kevin Riley, Member of the Board of Managers	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Partner & COO North American Properties   212 East Third St., Suite 300   Cincinnati, OH 45202
Chad Summe, Member of the Board of Managers	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Managing Partner   eGateway Capital   35 W. 8th St.   Covington, KY 41011
George Vincent, Member of the Board of Managers	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	Managing Partner   Dinsmore & Shohl LLP   255 E. 5th St., Suite 1900   Cincinnati, OH 45202
Michael Venerable, President & CEO, Board Member	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	President & CEO   CincyTech, LLC   2900 Reading Rd., Suite 410   Cincinnati, OH 45206
Ashley Keating, Chief Financial Officer	2900 Reading Rd., Suite 410   Cincinnati, OH 45206	CFO   CincyTech, LLC   2900 Reading Rd., Suite 410   Cincinnati, OH 45206