UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_____________________________
SCHEDULE 13D/A
(Amendment. No. 8)
(Amendment. No. 8)
Under the Securities Exchange Act of 1934
_____________________________
_____________________________
|
APPLIED THERAPEUTICS, INC.
|
|
(Name of Issuer)
|
|
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
|
|
(Title of Class of Securities)
|
|
03828A 101
|
|
(CUSIP Number)
|
|
Shoshana Shendelman
Applied Therapeutics, Inc. 545 Fifth Avenue, Suite 1400 New York, New York 10017 Telephone: (212) 220-9226 |
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
March 1, 2024
|
|
(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 □.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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).
|
1.
|
Names of Reporting Persons
Shoshana Shendelman
|
|
|
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)
PF
|
|
|
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 of America
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
7.
|
Sole Voting Power
6,154,797(1) |
|
8.
|
Shared Voting Power
2,492,094(2)
|
|
|
9.
|
Sole Dispositive Power
6,154,797(1)
|
|
|
10.
|
Shared Dispositive Power
2,492,094(2)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,646,891
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
8.2%(3)
|
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
___________________________________________
| (1) |
Includes (a) 88,397 shares held by Clearpoint Strategy Group LLC, of which Dr. Shendelman is the sole owner, (b) 1,750,000 shares held by Sycamore 2022 GRAT, over which Dr.
Shendelman holds sole voting and dispositive power over such shares as the Investment Advisor, (c) 86,988 shares of Common Stock underlying restricted stock units that will vest within 60 days of March 5, 2024 and (d) 3,011,738 shares of
Common Stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of March 5, 2024.
|
| (2) |
Represents (a) 1,492,094 shares held by Sycamore Family I LLC, of which Dr. Shendelman’s spouse, Vladimir Shendelman, is the sole manager, (b) 290,280 shares held by Ginko Family
LLC, of which Dr. Shendelman is the sole manager and (c) 709,720 shares held by Vladimir Shendelman.
|
| (3) |
Based upon 102,386,831 shares of Common Stock outstanding as of March 1, 2024. See also footnote 1 above.
|
2
Explanatory Note
This Amendment No. 8 (this “Amendment”) to Schedule 13D relates to the common stock, par value $0.0001 per share (“Common Stock”), of
Applied Therapeutics, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on May 29, 2019
(the “Original Schedule 13D”) as amended by that certain Amendment No. 1 filed on June 1, 2020 (“Amendment No. 1”), that certain Amendment No. 2 filed on August 14, 2020 (“Amendment
No. 2”), that certain Amendment No. 3 filed on April 16, 2021 (“Amendment No. 3”), that certain Amendment No. 4 filed on January 28,
2022 (“Amendment No. 4”), and that certain Amendment No. 5 filed on October 14, 2022 (“Amendment No. 5”), that certain Amendment No. 6 filed on April 28, 2023 (“Amendment
No. 6”) and that certain Amendment No. 7 filed on November 13, 2023 (“Amendment No. 7” and, together with the Original Schedule 13D,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the “Schedule 13D”). Capitalized
terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Schedule 13D. This Amendment amends the disclosures in the text of Items 4 and 5 to update information about the Reporting Person.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented to include the
following:
As a result of: (i) the Issuer’s placement of an aggregate of 12,285,714 shares of Common Stock on March 1, 2024
under a Securities Purchase Agreement entered into with a select group of accredited investors on February 27, 2024, (ii) certain warrant holders’ exercises of warrants to purchase shares of Common Stock, (iii) the Reporting Person’s sales of certain
shares of Common Stock to cover tax withholding obligations in connection with the vesting and settlement of compensatory restricted stock units and (iv) certain restricted stock units and options to purchase shares of Common Stock vesting from 61
days following the date of Amendment No. 7 through 60 days from the date of this Amendment, the Reporting Person’s beneficial ownership of Common Stock has changed by more than one percent of the outstanding shares of Common Stock since the date of
Amendment No. 7.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information below is based on 102,386,831 shares of Common Stock outstanding as of March 1, 2024.
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common
Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Person.
The securities beneficially owned by the Reporting Person include (i) 86,988 shares of Common Stock underlying
restricted stock units that will vest within 60 days of March 5, 2024 and (ii) 3,011,738 shares of Common Stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of March 5, 2024.
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as
to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) The Reporting Person did not engage in any transaction during the past 60 days involving shares of the
Issuer’s Common Stock.
(d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the
proceeds of sales of, the shares of Common Stock owned by the Reporting Person.
(e) Not applicable.
3
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.
Dated: March 5, 2024
|
/s/ Shoshana Shendelman
|
|
|
Shoshana Shendelman
|