Filing Details

Accession Number:
0001104659-24-026196
Form Type:
13G Filing
Publication Date:
2024-02-20 19:00:00
Filed By:
Merchant Fahar
Company:
Medicenna Therapeutics Corp. (NASDAQ:MDNA)
Filing Date:
2024-02-21
SEC Url:
13G Filing
Ownership Summary

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
Fahar Merchant 20,244,255 29.1%
Rosemina Merchant 20,244,255 29.1%
Aries Biologics Inc 5,500,000 7.9%
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

Medicenna Therapeutics Corp.
(Name of Issuer)

 

Common Shares, No Par Value
(Title of Class of Securities)

 

58490H107
(CUSIP Number)

 

December 31, 2023
(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)

 

x 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 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 (however, see the Notes).

 

 

 

 

CUSIP No. 58490H107

 

1

Name Of Reporting Persons

Fahar Merchant

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

Canada

  5 Sole Voting Power
Number of   0
Shares 6 Shared Voting Power
Beneficially   20,244,255
Owned By 7 Sole Dispositive Power
Each   0
Reporting 8 Shared Dispositive Power
Person With   20,244,255
9

Aggregate Amount Beneficially Owned By Each Reporting Person

20,244,255

10

Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions)

 

11

Percent Of Class Represented By Amount In Row 9

29.1%1

12

Type of Reporting Person (See Instructions)

IN

 

 

 
1The number of shares outstanding for purposes of this percentage calculation assumes 69,637,469 outstanding Common Shares of the Issuer as of February 13, 2024, as provided by the Issuer to the Reporting Persons. Includes 4,142,855 shares subject to outstanding options and warrants exercisable within 60 days of the date of this filing.

 

 

CUSIP No. 58490H107

 

1

Name Of Reporting Persons

Rosemina Merchant

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

Canada

  5 Sole Voting Power
Number of   0
Shares 6 Shared Voting Power
Beneficially   20,244,255
Owned By 7 Sole Dispositive Power
Each   0
Reporting 8 Shared Dispositive Power
Person With   20,244,255
9

Aggregate Amount Beneficially Owned By Each Reporting Person

20,244,255

10

Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions)

 

11

Percent Of Class Represented By Amount In Row 9

29.1%1

12

Type of Reporting Person (See Instructions)

IN

 

 

 
1The number of shares outstanding for purposes of this percentage calculation assumes 69,637,469 outstanding Common Shares of the Issuer as of February 13, 2024, as provided by the Issuer to the Reporting Persons. Includes 4,142,855 shares subject to outstanding options and warrants exercisable within 60 days of the date of this filing.

 

 

CUSIP No. 58490H107

 

1

Name Of Reporting Persons

Aries Biologics 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

British Columbia, Canada

  5 Sole Voting Power
Number of   0
Shares 6 Shared Voting Power
Beneficially   5,500,000
Owned By 7 Sole Dispositive Power
Each   0
Reporting 8 Shared Dispositive Power
Person With   5,500,000
9

Aggregate Amount Beneficially Owned By Each Reporting Person

5,500,000

10

Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions)

 

11

Percent Of Class Represented By Amount In Row 9

7.9%1

12

Type of Reporting Person (See Instructions)

CO

 

 

 
1The number of shares outstanding for purposes of this percentage calculation assumes 69,637,469 outstanding Common Shares of the Issuer as of February 13, 2024, as provided by the Issuer to the Reporting Persons.

 

 

CUSIP No. 58490H107

 

Item 1 (a). Name of Issuer:
  Medicenna Therapeutics Corp. (the “Issuer”)
   
Item 1 (b). Address of Issuer’s Principal Executive Offices:
  2 Bloor St. W., 7th Floor
  Toronto, Ontario M4W 3E2
  Canada
   
Item 2 (a). Name of Person Filing:
  Fahar Merchant, Rosemina Merchant, and Aries Biologics Inc. (“Aries Biologics”) (together, the “Reporting Persons”)1
   
Item 2 (b). Address of Principal Business Office or, if None, Residence:
  Fahar Merchant - 2 Bloor St. W., 7th Floor, Toronto, Ontario M4W 3E2, Canada
  Rosemina Merchant - 2 Bloor St. W., 7th Floor, Toronto, Ontario M4W 3E2, Canada
  Aries Biologics – 439 Helmcken Street, Vancouver, British Columbia V6B 2E6, Canada
   
Item 2 (c). Citizenship:
  Dr. Fahar Merchant is a citizen of Canada.
  Rosemina Merchant is a citizen of Canada.
  Aries Biologics is a corporation organized under the Business Corporations Act (British Columbia).
   
Item 2 (d). Title of Class of Securities:
  Common Shares, No Par Value (the “Common Shares”)
   
Item 2 (e). CUSIP Number:
  58490H107
   
Item 3. Not applicable
   
Item 4. Ownership

 

  (a) Amount beneficially owned:
     
    Fahar Merchant – 20,244,255 Common Shares
     
    Rosemina Merchant – 20,244,255 Common Shares
     
    Aries Biologics – 5,500,000 Common Shares
     
  (b) Percent of class:
     
    Fahar Merchant – 29.1%
     
    Rosemina Merchant – 29.1%
     
    Aries Biologics – 7.9%

 

 

 
1Neitherthe present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purposes and each expressly disclaims membership in a group.

 

 

CUSIP No. 58490H107

 

  (c) Number of shares as to which such person has:
       
    (i) Sole power to vote or to direct the vote:
       
      See Cover Pages Items 5 – 8.
       
    (ii) Shared power to vote or to direct the vote:
       
      See Cover Pages Items 5 – 8.
       
    (iii) Sole power to dispose or to direct the disposition of:
       
      See Cover Pages Items 5 – 8.
       
    (iv) Shared power to dispose or to direct the disposition of:
       
      See Cover Pages Items 5 – 8.

 

Item 5.Ownership of Five Percent or Less of a Class

If the 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.Certifications

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.

 

Date: February 21, 2024.

 

  /s/ Fahar Merchant  
  Name: Fahar Merchant  
  Title: Chairman, President and Chief Executive  
  Officer, Medicenna Therapeutics Corp.  
     
     
 

/s/ Rosemina Merchant

 
  Name: Rosemina Merchant  
  Title: Chief Development Officer, Medicenna  
  Therapeutics Corp.  
     
     
  ARIES BIOLOGICS INC.  
     
  By:  /s/ Fahar Merchant           
  Name: Fahar Merchant  
  Title: Chairman, President and CEO  

 

 

 

 

EXHIBITS

 

Exhibit Number Title
   
99.1Joint Filing Agreement, dated February 21, 2024, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended