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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Monopar Therapeutics (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
61023L207 (CUSIP Number) |
Tactic Pharma LLC c/o 1000 Skokie Blvd, Ste 350, Wilmette, IL, 60091 (847) 388-0349 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/24/2025 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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).
SCHEDULE 13D
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| CUSIP No. | 61023L207 |
| 1 |
Name of reporting person
Tactic Pharma LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
272,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 61023L207 |
| 1 |
Name of reporting person
Mazar Andrew Paul | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
272,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 61023L207 |
| 1 |
Name of reporting person
Robinson Chandler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
506,199.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
SOLE VOTING AND DISPOSITIVE POWER AND AGGREGATE AMOUNT INCLUDES 8,726 RESTRICTED STOCK UNITS SCHEDULED TO VEST WITHIN 60 DAYS AND 152,105 STOCK OPTIONS CURRENTLY EXERCISABLE OR SCHEDULED TO VEST AND BE EXERCISABLE WITHIN 60 DAYS
SCHEDULE 13D
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| CUSIP No. | 61023L207 |
| 1 |
Name of reporting person
O'Halloran Thomas V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
272,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 61023L207 |
| 1 |
Name of reporting person
Brown Michael J | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
338,067.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
SOLE VOTING AND DISPOSITIVE POWER AND AGGREGATE AMOUNT INCLUDES 18,878 STOCK OPTIONS
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
Monopar Therapeutics | |
| (c) | Address of Issuer's Principal Executive Offices:
1000 SKOKIE BLVD SUITE 350, WILMETTE,
ILLINOIS
, 60091. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 23, 2019 (the "Initial Schedule 13D" and together with Amendment No. 1 filed on December 17, 2024 and this Amendment No. 2, the "Schedule 13D") by Tactic Pharma LLC ("Tactic Pharma"), Andrew Mazar, Chandler Robinson, Thomas O'Halloran and Michael Brown (the "Reporting Persons") with respect to the Common Stock, par value $0.001 per share, of Monopar Therapeutics Inc (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Initial Schedule 13D. This Amendment No. 2 amends Item 1, 5 and 6 to the extent set forth below.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Refer to the cover pages. All percentages are calculated based on 6,611,661 shares of Common Stock outstanding as reported in the Issuer's final prospectus supplement dated September 23, 2025 and filed with the Securities Exchange Commission on September 24, 2025, after giving effect to the offering described therein (the "Offering"). | |
| (b) | Refer to the cover pages. All percentages are calculated based on 6,611,661 shares of Common Stock outstanding as reported in the Issuer's final prospectus supplement dated September 23, 2025 and filed with the Securities Exchange Commission on September 24, 2025, after giving effect to the Offering. | |
| (c) | On September 24, 2025, Tactic Pharma entered into a privately negotiated stock purchase agreement with the Issuer, pursuant to which Tactic Pharma agreed to sell 550,229 shares of Common Stock to the Issuer for $63.6098 per share. The per share purchase price is the same price at which shares were sold by the Issuer in the Offering, less underwriting discounts and commissions. The transaction is conditioned on closing of the Offering and is expected to close promptly thereafter. | |
| (d) | Not applicable. | |
| (e) | As a result of the transaction described in Item 5(c) above, as of September 24, 2025, each of the Reporting Persons (other than Chandler Robinson and Michael Brown) ceased to the beneficial owner of more than five percent of the Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended as follows:
On December 9, 2024, TacticGem LLC ("TacticGem") made a pro rata distribution of all of the shares of Common Stock that were held by it to its members, Tactic Pharma and Gem Pharmecuticals, LLC ("Gem"). In connection with that distribution, the Reporting Persons and Gem agreed to lock-up provisions with each other prohibiting sales of the distributed Common Stock until December 31, 2025, without the mutual consent of representatives of both Tactic Pharma and Gem. Representatives of both Tactic Pharma and Gem agreed to a one-time waiver of these provisions in order to allow Tactic Pharma to engage in the transaction described in Item 5(c) above. | ||
| 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.
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