UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

XYNOMIC PHARMACEUTICALS HOLDINGS, INC. 

(Name of Company)

Common Stock, $0.0001 Par Value Per Share

(Title of Class of Securities)

98421X102

(CUSIP Number)

Wentao Jason Wu

Suite 3306, K. Wah Centre, 1010 Middle Huaihai Road, Shanghai, China

+86 21 54180212

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 15, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. ☐

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 Number: 98421X102

CUSIP Number: 98421X102

CUSIP Number: 98421X102

This Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Xynomic Pharmaceuticals Holdings, Inc., a Delaware corporation (previously known as Bison Capital Acquisition Corp., the “Company” or “XYN”), whose principal executive office is located at Suite 3306, K. Wah Centre, 1010 Middle Huaihai Road, Shanghai, China.

Wu is the Chief Operating Officer of the Company.

Grand Ascent is a healthcare focused advisory company incorporated under the laws of Hong Kong. The address of its business office is Unit 826, Ocean Centre, Harbour City, 5 Canton Road, TST, KLN, Hong Kong. The person having voting, dispositive or investment powers over Grand Ascent is Ms. Zhang. Ms. Zhang is the close family member of Wu and due do this relationship, we deem that Dr. Wu may have influence on the disposition rights and voting rights of shares included herein.

Zhang is the close family member of Wu and has voting, dispositive or investment power over Grand Ascent.  

The address of Grand Ascent is Unit 826, Ocean Centre, Harbour City, 5 Canton Road, TST, KLN, Hong Kong.

The address of Zhang is Unit 826, Ocean Centre, Harbour City, 5 Canton Road, TST, KLN, Hong Kong.

On May 15, 2019, in connection with a consummation of a business combination (the “Business Combination”) as provided in certain agreement and plan of merger (as amended, the “Merger Agreement”), dated as of September 12, 2018, entered into by and among by and among (i) the Company; (ii) Bison Capital Merger Sub Inc., a Delaware corporation (iii) Xynomic Pharmaceuticals, Inc., a Delaware corporation (“Xynomic”) and (iv) Yinglin Mark Xu, solely in his capacity as the Stockholder Representative thereunder, Grand Ascent acquired 5,612,618 shares of Common Stock of the Company, in exchange for 6,610,500 shares of common stock of Xynomic, among which 168,379 shares of Common Stock were deposited into deposited into an escrow account (the “Escrow Account”) pursuant to an escrow agreement (the “Escrow Agreement”) dated May 13, 2019, by and among (i).the Company, (ii) the Reporting Person, solely in his capacity as the Stockholder Representative thereunder the Merger Agreement; and (iii) Continental Stock Transfer & Trust Company, as escrow agent;

The purpose of the acquisition is for investment only.

As of the date of this Schedule 13D, the Reporting Person does not have any plans or proposals which relate to or would result in:

(a) the acquisition by any person of additional securities of the Issuer;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of terms of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any other person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any similar action to those enumerated above.

(a)-(b) The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference.

(c)  Other than the acquisition of the shares as reported in this Schedule 13D, no actions in the Common Stock were effected during the past sixty (60) days by the Reporting Persons.

(d)  None

(e)  N/A

The following descriptions are qualified in their entirety by the agreements and instruments included as exhibits to this Schedule 13D.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments hereto. A copy of such agreement is attached as Exhibit 99.1 and is incorporated by reference herein.

The Reporting Persons is a party (through Stockholder Representative) to the Merger Agreement, a copy of such agreement and its amendments are attached as Exhibits 7.1-7.4 and are incorporated by reference herein.

The Reporting Person is a party (through Stockholder Representative) to the Escrow Agreement, a copy of such agreement is attached as Exhibit 7.5 and is incorporated by reference herein.

To the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships among the persons named in Item 2 with respect to any securities of the Issuer, except as described herein. 

[The remainder of this page is left blank intentionally.]

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

7

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the shares of common stock, par value $0.0001 per share, of Xynomic Pharmaceuticals Holdings, Inc. shall be filed on behalf of the undersigned.

Date: May 30, 2019