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)

(Amendment No. 14)*

 

 

Aceragen, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

00445F109

(CUSIP number)

Youssef El Zein

c/o Stuarts Corporate Services Ltd.

Kensington House, 69 Dr. Roys Drive

Georgetown, Grand Cayman KY1-1104

Cayman Islands

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

January 17, 2023

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

*	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 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

1.		NAMES OF REPORTING PERSONS     Pillar Pharmaceuticals 6, L.P.
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     Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER     0
				8.		SHARED VOTING POWER     985,204 (1)
				9.		SOLE DISPOSITIVE POWER     0
				10.		SHARED DISPOSITIVE POWER     985,204 (1)

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     985,204 (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11     11.09% (2)
14.		TYPE OF REPORTING PERSON     PN

 

(1)

This Amendment No. 14 (as defined below) to Schedule 13D (as defined below) is filed by Pillar Pharmaceuticals 6, L.P. (Pillar 6), Pillar Invest Corporation (Pillar GP), Pillar Partners Foundation, L.P. (Pillar Foundation, and, together with Pillar 6 and Pillar GP, the Pillar Entities), Abude Umari and Youssef El Zein (together with the Pillar Entities and Mr. Umari, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Amendment No. 14 to Schedule 13D. The Pillar Entities exercise no voting or dispositive power over and expressly disclaim beneficial ownership of any shares of the common stock, par value $0.001 per share (the Common Stock), of Aceragen, Inc. (formerly Idera Pharmaceuticals, Inc.), a corporation organized under the laws of the state of Delaware (the Company or the Issuer), held directly by Messrs. Umari and El Zein, and Messrs. Umari and El Zein expressly disclaim beneficial ownership of any shares of Common Stock held directly by Pillar 6, Pillar Foundation and indirectly by Pillar GP.

Pillar 6 directly holds (a) 135,540 shares of Common Stock and (b) 45,113 Common Warrants (the Common Warrants), which are exercisable for shares of Common Stock. Pursuant to the terms of the Common Warrants, a blocker provision limits the number of Common Warrants exercisable for shares of Common Stock to the extent such exercise would allow the percentage of Common Stock held directly to exceed 19.99% (the Blocker Provision).

Pillar Foundation directly holds (a) 427,468 shares of Common Stock and (b) 377,083 Common Warrants, which are exercisable for shares of Common Stock. These Common Warrants are subject to the Blocker Provision.

All of the Common Warrants held by Pillar 6 and Pillar Foundation are currently exercisable, subject to the Blocker Provision, to the extent applicable.

Mr. El Zein directly holds 1,547 shares of Common Stock and 1,579 options to buy shares of Common Stock. Mr. Umari directly holds 22,712 shares of Common Stock.

 

(2)	The percentage of the class was calculated based on 8,461,063 shares of Common Stock outstanding as of January 17, 2023.

1.		NAMES OF REPORTING PERSONS     Pillar Partners Foundation, L.P.
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     Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER     0
				8.		SHARED VOTING POWER     985,204 (1)
				9.		SOLE DISPOSITIVE POWER     0
				10.		SHARED DISPOSITIVE POWER     985,204 (1)

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     985,204 (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11     11.09% (2)
14.		TYPE OF REPORTING PERSON     PN

1.		NAMES OF REPORTING PERSONS     Pillar Invest Corporation
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*     AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION     Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER     0
				8.		SHARED VOTING POWER     985,204 (1)
				9.		SOLE DISPOSITIVE POWER     0
				10.		SHARED DISPOSITIVE POWER     985,204 (1)

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     985,204 (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11     11.09% (2)
14.		TYPE OF REPORTING PERSON     PN

1.		NAMES OF REPORTING PERSONS     Youssef El Zein
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*     AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION     France and Lebanon

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER     3,126 (1)
				8.		SHARED VOTING POWER     985,204 (1)
				9.		SOLE DISPOSITIVE POWER     3,126 (1)
				10.		SHARED DISPOSITIVE POWER     985,204 (1)

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     988,330 (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11     11.12% (2)
14.		TYPE OF REPORTING PERSON     IN

1.		NAMES OF REPORTING PERSONS     Abude Umari
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*     AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION     France and Lebanon

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER     22,712 (1)
				8.		SHARED VOTING POWER     985,204 (1)
				9.		SOLE DISPOSITIVE POWER     22,712 (1)
				10.		SHARED DISPOSITIVE POWER     985,204 (1)

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,007,916 (1)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11     11.35% (2)
14.		TYPE OF REPORTING PERSON     IN

SCHEDULE 13D

Explanatory Note: This Amendment No. 14 to Schedule 13D (this Amendment No. 143) amends the Schedule 13D filed on November 14, 2011 (the Original 13D), as amended by Amendment No. 1 to Schedule 13D filed on November 16, 2012 (Amendment No. 1), Amendment No. 2 to Schedule 13D filed on June 5, 2013 (Amendment No. 2), Amendment No. 3 to Schedule 13D filed on October 9, 2013 (Amendment No. 3), Amendment No. 4 to Schedule 13D filed on October 17, 2016 (Amendment No. 4), Amendment No. 5 to Schedule 13D filed on July 25, 2019 (Amendment No. 5), Amendment No. 6 to Schedule 13D filed on May 7, 2020 (Amendment No. 6), Amendment No. 7 to Schedule 13D filed on August 17, 2020 (Amendment No. 7), Amendment No. 8 to Schedule 13D filed on December 30, 2020 (Amendment No. 8), Amendment No. 9 to Schedule 13D filed on April 1, 2021 (Amendment No. 9), Amendment No. 10 to Schedule 13D filed on June 7, 2021 (Amendment No. 10), Amendment No. 11 to Schedule 13D filed on June 24, 2022 (Amendment No. 11), and Amendment No. 12 to Schedule 13D filed on July 1, 2022 (Amendment No. 12), and Amendment No. 13 to Schedule 13D filed on October 5, 2022 (together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, and Amendment No. 12, the Schedule 13D) and relates to the Common Stock. The principal executive offices of the Issuer are located at 505 Eagleview Blvd., Suite 212, Exton, PA 19341.

Except as specifically amended by this Amendment No. 14, the disclosure in the Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 14 but not otherwise defined shall have the meanings given to such terms in the Schedule 13D.

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

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

ITEM 4. Purpose of Transaction.

Item 4 to this Schedule 13D is hereby amended to add the following:

As previously reported by the Company on Forms 8-K filed with the SEC on September 28, 2022 and September 30, 2022, the Company entered into an Agreement and Plan of Merger, dated September 28, 2022 (the Merger Agreement), by and among the Company, Bell Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, Bell Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, and Aceragen, Inc. (Private Aceragen), pursuant to which the Company acquired Private Aceragen.

As previously reported by the Company on Forms 8-K filed with the SEC on January 13, 2023 and January 17, 2023, the Company held a special meeting of stockholders on January 12, 2023 at which the Companys stockholders approved, among other matters: (i) the conversion of the Companys Series Z Preferred Stock into shares of Common Stock; (ii) the approval of an amendment to the Companys certificate of incorporation to authorize sufficient shares of Common Stock for the conversion of the Series Z Preferred Stock issued pursuant to the Merger Agreement; and (iii) the approval to effect a reverse stock split of all of the Companys issued and outstanding shares of Common Stock.

On January 17, 2023, the Company announced a one-for-seventeen (1:17) reverse split of its Common Stock (the Reverse Stock Split), effective January 17, 2023, and that it changed its name from Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) to Aceragen, Inc. (Nasdaq: ACGN).

As adjusted for the Reverse Stock Split, the Reporting Persons, in aggregate, beneficially own 1,011,042 shares of Common Stock, including the Common Stock underlying warrants and options beneficially owned prior to the Reverse Stock Split. Such shares of Common Stock remain subject to a Lock-Up Agreement, dated as of September 28, 2022, by and among the Company and the Reporting Persons.

Other than as described above, the Reporting Persons do not have any plans or proposals which would result in any of the following:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuers business or corporate structure;

(g) Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Shares, dispose of some or all of the Shares, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or formulate and implement plans or proposals with respect to any of the foregoing.

The Reporting Persons may also seek information from management and the Issuers Board of Directors, and may engage in further discussions with management, the Issuers Board of Directors, other stockholders of the Issuer and other relevant parties, concerning the business, operations, governance, management, strategy, capitalization and/or future plans of the Issuer, or in proposing one or more of the other actions described in subparagraphs (a) through (j) of this Item 4.

Except as set forth in this Schedule 13D, no contract, arrangement, relationship or understanding (either oral or written) exists among the Reporting Persons as to the acquisition, disposition, voting or holding of Shares.

The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuers business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuers stock in particular, as well as other developments.

ITEM 5. Interest in Securities of the Issuer.

(a) (b)

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 5, as applicable.

The following sets forth, as of the date of this Amendment No. 14, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 8,461,063 shares of Common Stock outstanding at January 17, 2023.

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
Pillar 6			985,204				11.09	%			0				985,204				0				985,204
Pillar Foundation			985,204				11.09	%			0				985,204				0				985,204
Pillar GP			985,204				11.09	%			0				985,204				0				985,204
Abude Umari			1,007,916				11.35	%			22,712				985,204				22,712				985,204
Youssef El Zein			988,330				11.12	%			3,126				985,204				3,126				985,204

(c) No transactions in the Common Stock were effected by the Reporting Persons during the past 60-day period.

(d) No persons other than the Reporting Persons and their investment clients have the right to participate in the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered hereby.

(e) Not Applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6. Except as referenced above or described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Company.

ITEM 7. Materials to be Filed as Exhibits.

 

Exhibit 99.1:		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended

SIGNATURE

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

EXECUTED as a sealed instrument this 30th day of January, 2023.