0000909012-15-000285.txt : 20150814 0000909012-15-000285.hdr.sgml : 20150814 20150814140632 ACCESSION NUMBER: 0000909012-15-000285 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150814 DATE AS OF CHANGE: 20150814 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zynerba Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001621443 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 260389433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88971 FILM NUMBER: 151054713 BUSINESS ADDRESS: STREET 1: 80 W. LANCASTER AVENUE STREET 2: SUITE 300 CITY: DEVON STATE: PA ZIP: 19333 BUSINESS PHONE: 484-581-7505 MAIL ADDRESS: STREET 1: 80 W. LANCASTER AVENUE STREET 2: SUITE 300 CITY: DEVON STATE: PA ZIP: 19333 FORMER COMPANY: FORMER CONFORMED NAME: Zynerba Pharmeceuticals, Inc. DATE OF NAME CHANGE: 20141003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Benovitz Ethan CENTRAL INDEX KEY: 0001546198 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: GENESIS CAPITAL ADVISORS LLC STREET 2: 1212 AVENUE OF THE AMERICAS, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 t307758.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)* Zynerba Pharmaceuticals, Inc. ------------------------------------ (Name of Issuer) Common Stock ------------------------------------ (Title of Class of Securities) 98986X109 -------------------- (CUSIP Number) Ethan Benovitz Genesis Capital Advisors LLC 1212 Avenue of the Americas, 19th Floor New York, NY 10036 (646) 564-5646 ----------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications August 5, 2015 ------------------------------------------------------------- (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) [x] 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 ("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). PAGE 1 OF 7 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ethan Benovitz -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 788,372* EACH ----------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 788,372* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 788,372* -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.03%* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *The shares of common stock (the "Shares") of Zynerba Pharmaceuticals, Inc., a Delaware corporation (the "Company"), reported herein are held by G-TEN Partners LLC ("G-TEN"), Genesis Capital Advisors LLC ("GCA") and Genesis Asset Opportunity Fund L.P. ("GAOF"). Ethan Benovitz and Jaime Hartman, as individuals, act as co-investment managers to G-TEN. Ethan Benovitz and Jaime Hartman are also managing members of GCA and GAOF. In their capacity as co-investment managers of G-TEN, Ethan Benovitz and Jaime Hartman have the sole power to vote and the sole power to direct the disposition of all Shares held by G-TEN. In their capacities as control persons of GCA and GAOF, Ethan Benovitz and Jaime Hartman may be deemed to beneficially own Shares held by GCA and GAOF. Accordingly, for the purposes of Reg. Section 240.13d-3, Ethan Benovitz and Jaime Hartman may be deemed to beneficially own an aggregate of 788,372 Shares, or 9.03% of the Shares deemed issued and outstanding as of August 18, 2014. The beneficial ownership percentage reported herein is based on 8,733,963 Shares issued and outstanding as of August 5, 2015, as disclosed in the Company's Prospectus, as filed with the Securities and Exchange Commission on August 5, 2015. This report shall not be deemed an admission that G-TEN, GCA, GAOF or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. PAGE 2 OF 7 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jaime Hartman -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 788,372* EACH ----------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 788,372* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 788,372* -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.03%* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- * The shares of common stock (the "Shares") of Zynerba Pharmaceuticals, Inc., a Delaware corporation (the "Company"), reported herein are held by G-TEN Partners LLC ("G-TEN"), Genesis Capital Advisors LLC ("GCA") and Genesis Asset Opportunity Fund L.P. ("GAOF"). Ethan Benovitz and Jaime Hartman, as individuals, act as co-investment managers to G-TEN. Ethan Benovitz and Jaime Hartman are also managing members of GCA and GAOF. In their capacity as co-investment managers of G-TEN, Ethan Benovitz and Jaime Hartman have the sole power to vote and the sole power to direct the disposition of all Shares held by G-TEN. In their capacities as control persons of GCA and GAOF, Ethan Benovitz and Jaime Hartman may be deemed to beneficially own Shares held by GCA and GAOF. Accordingly, for the purposes of Reg. Section 240.13d-3, Ethan Benovitz and Jaime Hartman may be deemed to beneficially own an aggregate of 788,372 Shares, or 9.03% of the Shares deemed issued and outstanding as of August 18, 2014. The beneficial ownership percentage reported herein is based on 8,733,963 Shares issued and outstanding as of August 5, 2015, as disclosed in the Company's Prospectus, as filed with the Securities and Exchange Commission on August 5, 2015. This report shall not be deemed an admission that G-TEN, GCA, GAOF or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. PAGE 3 OF 7 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON G-TEN Partners LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 566,740* EACH ----------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 566,740* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 566,740* -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.49%* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------------- * The shares of common stock (the "Shares") of Zynerba Pharmaceuticals, Inc., a Delaware corporation (the "Company"), reported herein are held by G-TEN Partners LLC ("G-TEN"), Genesis Capital Advisors LLC ("GCA") and Genesis Asset Opportunity Fund L.P. ("GAOF"). Ethan Benovitz and Jaime Hartman, as individuals, act as co-investment managers to G-TEN. Ethan Benovitz and Jaime Hartman are also managing members of GCA and GAOF. In their capacity as co-investment managers of G-TEN, Ethan Benovitz and Jaime Hartman have the sole power to vote and the sole power to direct the disposition of all Shares held by G-TEN. In their capacities as control persons of GCA and GAOF, Ethan Benovitz and Jaime Hartman may be deemed to beneficially own Shares held by GCA and GAOF. Accordingly, for the purposes of Reg. Section 240.13d-3, Ethan Benovitz and Jaime Hartman may be deemed to beneficially own an aggregate of 788,372 Shares, or 9.03% of the Shares deemed issued and outstanding as of August 18, 2014. The beneficial ownership percentage reported herein is based on 8,733,963 Shares issued and outstanding as of August 5, 2015, as disclosed in the Company's Prospectus, as filed with the Securities and Exchange Commission on August 5, 2015. This report shall not be deemed an admission that G-TEN, GCA, GAOF or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. PAGE 4 OF 7 PAGES Item 1(a) Name of Issuer: Zynerba Pharmaceuticals, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 80 W. Lancaster Avenue, Suite 300 Devon, PA 19333 Item 2(a) Name of Person Filing: Ethan Benovitz Jaime Hartman G-TEN Partners LLC Item 2(b) Address of the Principal Office or, if none, Residence: 1212 Avenue of the Americas, 19th Floor New York, NY 10036 Item 2(c) Citizenship: Ethan Benovitz -- United States Jaime Hartman -- United States G-TEN Partners LLC -- Delaware Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 98986X109 Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: Item 4 Ownership: (a) Amount Beneficially Owned: Ethan Benovitz -- 788,372* Jaime Hartman -- 788,372* G-TEN Partners LLC -- 566,740* (b) Percent of Class: Ethan Benovitz -- 9.03%* Jaime Hartman -- 9.03%* G-TEN Partners LLC -- 6.49%* PAGE 5 OF 7 PAGES (c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: Ethan Benovitz -- 0 Jaime Hartman -- 0 G-TEN Partners LLC -- 0 (ii) shared power to vote or direct the vote: Ethan Benovitz -- 788,372* Jaime Hartman -- 788,372* G-TEN Partners LLC -- 566,740* (iii) sole power to dispose or to direct the disposition of: Ethan Benovitz -- 0 Jaime Hartman -- 0 G-TEN Partners LLC -- 0 (iv) shared power to dispose or to direct the disposition of: Ethan Benovitz -- 788,372* Jaime Hartman -- 788,372* G-TEN Partners LLC -- 566,740* *The shares of common stock (the "Shares") of Zynerba Pharmaceuticals, Inc., a Delaware corporation (the "Company"), reported herein are held by G-TEN Partners LLC ("G-TEN"), Genesis Capital Advisors LLC ("GCA") and Genesis Asset Opportunity Fund L.P. ("GAOF"). Ethan Benovitz and Jaime Hartman, as individuals, act as co-investment managers to G-TEN. Ethan Benovitz and Jaime Hartman are also managing members of GCA and GAOF. In their capacity as co-investment managers of G-TEN, Ethan Benovitz and Jaime Hartman have the sole power to vote and the sole power to direct the disposition of all Shares held by G-TEN. In their capacities as control persons of GCA and GAOF, Ethan Benovitz and Jaime Hartman may be deemed to beneficially own Shares held by GCA and GAOF. Accordingly, for the purposes of Reg. Section 240.13d-3, Ethan Benovitz and Jaime Hartman may be deemed to beneficially own an aggregate of 788,372 Shares, or 9.03% of the Shares deemed issued and outstanding as of August 18, 2014. The beneficial ownership percentage reported herein is based on 8,733,963 Shares issued and outstanding as of August 5, 2015, as disclosed in the Company's Prospectus, as filed with the Securities and Exchange Commission on August 5, 2015. This report shall not be deemed an admission that G-TEN, GCA, GAOF or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. PAGE 6 OF 7 PAGES 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: Not applicable. Item 8 Identification and Classification of Members of the Group: Not applicable. Item 9 Notice of Dissolution of a 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 acquired and are held in the ordinary course of business and 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 such securities and were were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Ethan Benovitz August 14, 2015 ----------------- Date /S/ ETHAN BENOVITZ ------------------ Signature Jaime Hartman August 14, 2015 ----------------- Date /S/ JAIME HARTMAN ------------------ Signature G-TEN Partners LLC August 14, 2015 ----------------- Date /S/ ETHAN BENOVITZ ---------------------------------- Signature Ethan Benovitz/Managing Member ------------------------------ Name/Title PAGE 7 OF 7 PAGES EX-99 2 exh-99.txt EXHIBIT 1 JOINT FILING STATEMENT STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the common stock of Zynerba Pharmaceuticals, Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G. Ethan Benovitz August 14, 2015 ----------------- Date /S/ ETHAN BENOVITZ ------------------ Signature Jaime Hartman August 14, 2015 ----------------- Date /S/ JAIME HARTMAN ------------------ Signature G-TEN Partners LLC August 14, 2015 ----------------- Date /S/ ETHAN BENOVITZ ------------------ Signature Ethan Benovitz/Managing Member ------------------------------ Name/Title