Filing Details

*

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.

(1)

Names of reporting persons

Azaya Therapeutics, 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

Delaware

Number of

(5)

Sole voting power

1,173,241

shares

beneficially

owned by

(6)

Shared voting power

each

reporting

person

(7)

Sole dispositive power

1,173,241

with:

(8)

Shared dispositive power

(9)

Aggregate amount beneficially owned by each reporting person

1,173,241

(10)

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

☐

(11)

Percent of class represented by amount in Row (9)

5.0%

(12)

Type of reporting person (see instructions)

CO

(a)

Name of Issuer:

(b)

Address of Issuer’s Principal Executive Offices:

(a)

Name of Person Filing

(b)

Address of Principal Business Office or, if None, Residence

(c)

Citizenship

(d)

Title of Class of Securities

(e)

CUSIP Number

(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e)

☐ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f)

☐ An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g)

☐ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

(j)

☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

(a)

Amount beneficially owned: 1,173,241 (1)

(b)

Percent of Class: 5.0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:  1,173,241

(ii)

Shared power to vote or to direct the vote:  None

(iii)

Sole power to dispose or to direct the disposition of|:  1,173,241

(iv)

Shared power to dispose or to direct the disposition of:  None

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

By:/s/ John C. Kerr

Name:   John C. Kerr

Title:   President