0001019056-17-000620.txt : 20170724 0001019056-17-000620.hdr.sgml : 20170724 20170724165439 ACCESSION NUMBER: 0001019056-17-000620 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170724 DATE AS OF CHANGE: 20170724 GROUP MEMBERS: ROSALIND ADVISORS, INC. GROUP MEMBERS: ROSALIND CAPITAL PARTNERS L.P. GROUP MEMBERS: ROSALIND MASTER FUND L.P. GROUP MEMBERS: STEVEN SALAMON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPROS THERAPEUTICS INC. CENTRAL INDEX KEY: 0000897075 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 760233274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52909 FILM NUMBER: 17978723 BUSINESS ADDRESS: STREET 1: 2408 TIMBERLOCH PL STREET 2: SUITE B-7 CITY: WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2817193400 MAIL ADDRESS: STREET 1: 2408 TIMBERLOCH PLACE B-7 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: REPROS THERAPEUTICS INC DATE OF NAME CHANGE: 20060503 FORMER COMPANY: FORMER CONFORMED NAME: ZONAGEN INC DATE OF NAME CHANGE: 19930208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rosalind Advisors, Inc. CENTRAL INDEX KEY: 0001622627 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 BUSINESS PHONE: 4168887606 MAIL ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 SC 13G 1 repros_13g.htm SC 13G
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Repros Therapeutics Inc.

 

(Name of Issuer)

Common Shares

 

(Title of Class of Securities)

76028H209

 

(CUSIP Number)

July 20, 2017

 

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 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 (“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. 76028H209

13G

Page 2 of 9 Pages

               
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Advisors, Inc.
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA
   

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

     
5.   SOLE VOTING POWER
 
0
6.   SHARED VOTING POWER
 
2,105,626
7.   SOLE DISPOSITIVE POWER
 
0
8.   SHARED DISPOSITIVE POWER
 
2,105,626
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,105,626
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.7%1
   
12.   TYPE OF REPORTING PERSON (see instructions)

CO
   

 

 

1 This percentage is calculated based upon 36,910,570 shares of the Issuer’s common stock outstanding as of July 20, 2017.

 
 
     

CUSIP No. 76028H209

13G

Page 3 of 9 Pages

               
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Steven Salamon
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA
   

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

     
5.   SOLE VOTING POWER
 
0
6.   SHARED VOTING POWER
 
2,105,626
7.   SOLE DISPOSITIVE POWER
 
0
8.   SHARED DISPOSITIVE POWER
 
2,105,626
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,105,626
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.7%2
   
12.   TYPE OF REPORTING PERSON (see instructions)

IN
   

 

 

2 This percentage is calculated based upon 36,910,570 shares of the Issuer’s common stock outstanding as of July 20, 2017.

 
 
     

CUSIP No. 76028H209

13G

Page 4 of 9 Pages

               
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Master Fund L.P.
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
   

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

     
5.   SOLE VOTING POWER
 
0
6.   SHARED VOTING POWER
 
627,151
7.   SOLE DISPOSITIVE POWER
 
0
8.   SHARED DISPOSITIVE POWER
 
627,151
         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

627,151
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.7%3
   
12.   TYPE OF REPORTING PERSON (see instructions)

PN
   

 

 

3 This percentage is calculated based upon 36,910,570 shares of the Issuer’s common stock outstanding as of July 20, 2017.

 
 
     

CUSIP No. 76028H209

13G

Page 5 of 9 Pages

               
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rosalind Capital Partners L.P.
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o
   
3.   SEC USE ONLY
 
   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO, CANADA
   

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5.   SOLE VOTING POWER
 
0
6.   SHARED VOTING POWER
 
1,478,475
7.   SOLE DISPOSITIVE POWER
 
0
8.   SHARED DISPOSITIVE POWER
 
1,478,475
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,478,475
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.0%4
   
12.   TYPE OF REPORTING PERSON (see instructions)

PN
   

 

 

4 This percentage is calculated based upon 36,910,570 shares of the Issuer’s common stock outstanding as of July 20, 2017.

 
 
         
CUSIP No. 76028H209   13G   Page 6 of 9 Pages
         

Item 1.

 

  (a)

Name of Issuer: REPROS THERAPEUTICS INC.

     
  (b)

Address of Issuer’s Principal Executive Offices
2408 Timberloch Place, Suite B-7

The Woodlands, TX 77380, United States

     

Item 2.

 

  (a)

Name of Person Filing

Rosalind Advisors, Inc. (“Advisor” to RCP & RMF)

Rosalind Master Fund L.P. (“RMF”)

Rosalind Capital Partners L.P. (“RCP”)

Steven Salamon (“President”)

Steven Salamon is the portfolio manager of the Advisor which advises RCP & RMF.

     
  (b)

Address of the Principal Office or, if none, residence
Rosalind Advisors, Inc.

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

 

Rosalind Master Fund L.P.

P.O. Box 309

Ugland House, Grand Cayman

KY1-1104, Cayman Islands

 

Rosalind Capital Partners L.P.

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

 

Steven Salamon

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

     
  (c)

Citizenship
Rosalind Advisors, Inc.: Ontario, Canada

Rosalind Master Fund L.P.: Cayman Islands 

Rosalind Capital Partners L.P.: Ontario, Canada 

Steven Salamon: Ontario, Canada

     
  (d) Title of Class of Securities
Common Stock
     
  (e) CUSIP Number
76028H209
 
 

       
CUSIP No. 76028H209   13G   Page 7 of 9 Pages
         
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) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o 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) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
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:  

 

Rosalind Master Fund L.P. is the record owner of 627,151 shares of common stock.

Rosalind Capital Partners L.P. is the record owner of 1,478,475 shares of common stock.

Rosalind Advisors, Inc. is the investment advisor to RCP and RMF and may be deemed to be the beneficial owner of shares held by RCP and RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RCP and RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.

         
  (b)  

Percent of class:  

Rosalind Advisors, Inc. – 5.7%

Rosalind Master Fund L.P. – 1.7%

Rosalind Capital Partners L.P. – 4.0%

Steven Salamon – 5.7%

         
 
 

       
CUSIP No. 76028H209   13G   Page 8 of 9 Pages
         
         
  (c)                            Number of shares as to which the person has:  
       
      (i)

Shared power to vote or to direct the vote  

Rosalind Advisors, Inc. – 2,105,626

Rosalind Master Fund L.P. – 627,151

Rosalind Capital Partners L.P. – 1,478,475

Steven Salamon – 2,105,626

         
      (ii) Sole power to dispose or to direct the disposition of  – 0
         
      (iii)

Shared power to dispose or to direct the disposition of  

Rosalind Advisors, Inc. – 2,105,626

Rosalind Master Fund L.P. – 627,151

Rosalind Capital Partners L.P. – 1,478,475

Steven Salamon – 2,105,626

                   

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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  o.

Instruction. Dissolution of a group requires a response to this item.

Item 6.Ownership of More than Five Percent on Behalf of Another Person.
  
Item 7– 9.Not Applicable
 
 

       
CUSIP No. 76028H209   13G   Page 9 of 9 Pages
         
Item 10.Certification.
       
      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
       

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.

   
 

7/24/2017

   Date
   
  /s/ Steven Salamon
   Signature
   
  Steven Salamon/President Rosalind Advisors, Inc.
  Name/Title
 
EX-99.A 2 ex_a.htm EXHIBIT A
 

Exhibit A

 

Joint Filing Agreement

 

The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ownership of shares of Common Stock of REPROS THERAPEUTICS INC.is filed jointly, on behalf of each of them.

 

  Rosalind Advisors, Inc.  
  By: /s/ Steven Salamon  
  Name: Steven Salamon  
  Title: President  
     
  Rosalind Master Fund L.P.  
  By:  /s/ Mike McDonald  
  Name: Mike McDonald  
  Title: Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)  
     
  Rosalind Capital Partners L.P.  
  By: /s/ Steven Salamon  
  Name: Steven Salamon  
  Title: President, Rosalind Advisors, Inc.  
     
  By: /s/ Steven Salamon  
  Name: Steven Salamon