0001144204-14-073811.txt : 20141215 0001144204-14-073811.hdr.sgml : 20141215 20141215060739 ACCESSION NUMBER: 0001144204-14-073811 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141215 DATE AS OF CHANGE: 20141215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENSPERA INC CENTRAL INDEX KEY: 0001421204 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88449 FILM NUMBER: 141284987 BUSINESS ADDRESS: STREET 1: 2511 N LOOP 1604 W STREET 2: SUITE 204 CITY: SAN ANTONIO STATE: TX ZIP: 78258 BUSINESS PHONE: (210) 479-8112 MAIL ADDRESS: STREET 1: 2511 N LOOP 1604 W STREET 2: SUITE 204 CITY: SAN ANTONIO STATE: TX ZIP: 78258 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KWON KIHONG CENTRAL INDEX KEY: 0001624082 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1015 E. CHAPMAN AVE STREET 2: SUITE 201 CITY: FULLERTON STATE: CA ZIP: 92831 SC 13G 1 v396255_sc13g.htm SC 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G*

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. )*

 

GenSpera, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
37251Q118
(CUSIP Number)
 
12/15/2014
(Date of Event Which Requires Filing of the 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 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).

 

 
 

 

 

1.

 

NAME OF REPORTING PERSONS

 

Dr. Kihong Kwon

 

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

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

5.

 

SOLE VOTING POWER

 

3,744,039 (1)

 

6.

 

SHARED VOTING POWER

 

281,089 (2)

 

7.

 

SOLE DISPOSITIVE POWER

 

3,744,039 (1)

 

8.

 

 

SHARED DISPOSITIVE POWER

 

281,089 (2) 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,025,128 (1)(2)

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

¨

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.8% (3)

 

 

12.

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

       

 

(1)Consists of:

 

(i)33,334 shares of Common Stock owned by Dr. Kwon;
(ii)71,359 shares of Common Stock and the following warrants to purchase Common Stock owned by Kihong Kwon MD Custodian UGMA for Connor Merrihew: (a) 20,347 warrants issued pursuant to Issuer’s January / February 2011 offering on 1/21/11 with a term of five years and exercise price of $3.30 per share and (b) 14,665 warrants issued pursuant to Issuer’s December 2012 / March 2013 offering on 1/2/13 with a term of five years and exercise price of $3.00 per share;

(iii)97,109 shares of Common Stock and the following warrants to purchase Common Stock owned by Kihong Kwon MD Custodian UGMA for Mason Kwon: (a) 33,222 warrants issued pursuant to Issuer’s January / February 2011 offering on 1/21/11 with a term of five years and exercise price of $3.30 per share and (b) 14,665 warrants issued pursuant to Issuer’s December 2012 / March 2013 offering on 1/2/13 with a term of five years and exercise price of $3.00 per share;
(iv)1,478,789 shares of Common Stock and the following warrants to purchase Common Stock owned by Kwon Family Trust: (a) 50,000 warrants issued pursuant to Issuer’s May 2010 offering on 5/18/10 with a term of five years and an exercise price of $3.50 per share, (b) 83,334 warrants issued pursuant to Issuer’s January / February 2011 offering on 1/21/11 with a term of five years and an exercise price of $3.30 per share, (c) 606,061 warrants issued pursuant to Issuer’s April 2011 offering on 4/29/11 with a term of five years and an exercise price of $3.15 per share;
(v)768,932 shares of Common Stock and 472,222 warrants to purchase Common Stock owned by MLPF&S Custodian Kihong Kwon IRA. The warrants were issued pursuant to Issuer’s January / February 2011 offering with a term of five years and an exercise price of $3.30 per share.

 

(2)Consists of:

 

(i)175,512 shares of Common Stock owned by Kihong Kwon Wonmi Kwon JTWROS;
(ii)20,136 shares of Common Stock and the following warrants to purchase Common Stock owned by Kevin Kwon, Kihong Kwon, investment ttees of The Kevin kwon Alaska Asset Preservation Trust: (a) 56,111 warrants issued pursuant to Issuer’s January / February 2011 offering on 1/21/11 with a term of five years and an exercise price of $3.30 per share, (b) 14,665 warrants issued pursuant to Issuer’s December 2012 / March 2013 offering on 12/26/12 with a term of five years and an exercise price of $3.00 per share and (c) 14,665 warrants issued pursuant to Issuer’s December 2012 / March 2013 offering on 1/2/13 with a term of five years and an exercise price of $3.00 per share.

 

(3)Based on 32,756,675 shares of Common Stock outstanding as of December 8, 2014 and including the number of securities convertible into Common Stock within 60 days of this report owned by Reporting Person.

 

 
 

 

Item 1(a). Name of Issuer:   GenSpera, Inc.
   
Item 1(b). Address of Issuer’s Principal Executive Offices:   2511 N. Loop 1604 W, Suite 204, San Antonio, Texas 78258.
   
Item 2(a). Name of Person Filing:   Kihong Kwon
   
Item 2(b). Address of Principal Business Office or, if none, Residence:   1015 E. Chapman Ave., suite 201, Fullerton, CA 92831
   
Item 2(c). Citizenship:   Dr. Kihong Kwon – United States
   
Item 2(d). Title of Class of Securities:   Common Stock, par value $0.0001
   
Item 2(e). CUSIP Number:  37251Q118
   
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (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 (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).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 
 

 

Item 4. Ownership:
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned: 4,025,128 (1)(2)
     
  (b) Percent of class: 11.8% (3)
     
  (c) Number of shares as to which the person has:
     
    (i) Sole power to vote or to direct the vote: 3,744,039 (1)
       
    (ii) Shared power to vote or to direct the vote: 281,089 (2)
       
    (iii) Sole power to dispose or to direct the disposition of: 3,744,039 (1)
       
    (iv)

Shared power to dispose or to direct the disposition of: 281,089 (2)

 

(1) Consists of:

 

(i)  33,334 shares of Common Stock owned by Dr. Kwon;

(ii) 71,359 shares of Common Stock and the following warrants to purchase Common Stock owned by Kihong Kwon MD Custodian UGMA for Connor Merrihew: (a) 20,347 warrants issued pursuant to Issuer’s January / February 2011 offering on 1/21/11 with a term of five years and exercise price of $3.30 per share and (b) 14,665 warrants issued pursuant to Issuer’s December 2012 / March 2013 offering on 1/2/13 with a term of five years and exercise price of $3.00 per share;

(iii) 97,109 shares of Common Stock and the following warrants to purchase Common Stock owned by Kihong Kwon MD Custodian UGMA for Mason Kwon: (a) 33,222 warrants issued pursuant to Issuer’s January / February 2011 offering on 1/21/11 with a term of five years and exercise price of $3.30 per share and (b) 14,665 warrants issued pursuant to Issuer’s December 2012 / March 2013 offering on 1/2/13 with a term of five years and exercise price of $3.00 per share;

(iv) 1,478,789 shares of Common Stock and the following warrants to purchase Common Stock owned by Kwon Family Trust: (a) 50,000 warrants issued pursuant to Issuer’s May 2010 offering on 5/18/10 with a term of five years and an exercise price of $3.50 per share, (b) 83,334 warrants issued pursuant to Issuer’s January / February 2011 offering on 1/21/11 with a term of five years and an exercise price of $3.30 per share, (c) 606,061 warrants issued pursuant to Issuer’s April 2011 offering on 4/29/11 with a term of five years and an exercise price of $3.15 per share;

(v) 768,932 shares of Common Stock and 472,222 warrants to purchase Common Stock owned by MLPF&S Custodian Kihong Kwon IRA. The warrants were issued pursuant to Issuer’s January / February 2011 offering with a term of five years and an exercise price of $3.30 per share.

 

     

(2) Consists of:

 

(i)  175,512 shares of Common Stock owned by Kihong Kwon Wonmi Kwon JTWROS;

(ii) 20,136 shares of Common Stock and the following warrants to purchase Common Stock owned by Kevin Kwon, Kihong Kwon, investment ttees of The Kevin kwon Alaska Asset Preservation Trust: (a) 56,111 warrants issued pursuant to Issuer’s January / February 2011 offering on 1/21/11 with a term of five years and an exercise price of $3.30 per share, (b) 14,665 warrants issued pursuant to Issuer’s December 2012 / March 2013 offering on 12/26/12 with a term of five years and an exercise price of $3.00 per share and (c) 14,665 warrants issued pursuant to Issuer’s December 2012 / March 2013 offering on 1/2/13 with a term of five years and an exercise price of $3.00 per share.

 

(3)  Based on 32,756,675 shares of Common Stock outstanding as of December 8, 2014 and including the number of securities convertible into Common Stock within 60 days of this report owned by Reporting Person.

 

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 5 percent of the class of securities, check the following. ¨
   
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
Item 8. Identification and Classification of Members of the Group:
   
Item 9. Notice of Dissolution of Group:
   
Item 10. Certifications:
  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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that 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.

 

  Date: 12/15/2014
     
  By: /s/ Dr. Kihong Kwon
     
  Name: Dr. Kihong Kwon
     
  Title: Individual

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, Provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(see 18 U.S.C. 1001).