UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Inhibitor Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45720M 10 5
(CUSIP Number)
May 5, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | 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 (the “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. 45720M 10 5
| 1. |
NAMES OF REPORTING PERSONS TPB 2012, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
27,917,250(1) | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
27,917,250(1) | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,917,250 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.25%(2) | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
CUSIP No. 45720M 10 5
| 1. |
NAMES OF REPORTING PERSONS James Donovan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
28,266,750(1) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
28,266,750(1) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,266,750 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.45%(2) | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents 27,917,250 shares of Common Stock held by the TPB 2012, LLC, and 349,500 shares held directly by James Donovan. James Donovan, the sole manager of the TPB 2012, LLC, has voting and dispositive control over the shares held by the TPB 2012, LLC. |
| (2) | The percentages of the shares of Common Stock held by the Reporting Persons are based on 171,793,134 shares of Common Stock issued and outstanding, as reported on the Company’s Annual Report on Form 10-K, filed by the Company with the SEC on March 31, 2023. |
Item 1.
| (a) | Name of Issuer |
Inhibitor Therapeutics, Inc. (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices |
900 West Platt St., Suite 200
Tampa, Florida 33606
Item 2.
| (a) | Name of Person Filing |
This schedule 13G is filed on behalf of TPB 2012, LLC (“TPB 2012”) and James Donovan (collectively, with TPB 2012, the “Reporting Persons”). James Donovan, the sole manager of the TPB 2012, LLC, has voting and dispositive control over the shares held by the TPB 2012, LLC.
| (b) | Address of Principal Business Office or, if None, Residence |
The address of each of the Reporting Persons is 12412 Powerscourt Dr., Ste 35 St. Louis, MO 63131.
| (c) | Citizenship |
TPB 2012 is a limited liability company formed in the state of Nevada.
Mr. Donovan is a citizen of the United States of America.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
45720M 10 5
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 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 Rule 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 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 of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J). | ||
Not applicable.
| Item 4. | Ownership. |
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of Class. |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| 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, other than activities solely in connection with a nomination under § 240.14a-11.
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.
| May 23, 2023 | TPB 2012, LLC | |||||
| By: | /s/ James Donovan | |||||
| Name: James Donovan | ||||||
| Title: Manager of TPB 2012, LLC | ||||||
| May 23, 2023 | /s/ James Donovan | |||||
| James Donovan | ||||||
EXHIBIT 99.1
JOINT FILING AGREEMENT
Each of the undersigned agrees that (i) the statement on Schedule 13G relating to the shares of Common Stock of TPB 2012, LLC and James Donovan, has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 shall apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
DATED: May 23, 2023
| TPB 2012, LLC | ||
| By: | /s/ James Donovan | |
| Name: James Donovan | ||
| Title: Managing Member | ||
| By: | /s/ James Donovan | |
| Name: James Donovan | ||