UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Aileron Therapeutics, Inc.
(Name of issuer)
Common Stock, par value $0.001
(Title of class of securities)
00887A 105
(CUSIP number)
Muneer A. Satter
c/o Satter Management Co., L.P.
676 N. Michigan Avenue, Suite 4000, Chicago, IL 60611
(312) 448-5500
COPY TO:
Robert M. Hayward, P.C.
Kirkland & Ellis LLP
300 N. LaSalle St.
Chicago, Illinois 60654
(312) 862-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 6, 2021
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
SCHEDULE 13D
| CUSIP No. 0087A 105 | Page 2 of 5 |
| Explanatory Note: The Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission (“SEC”) on April 10, 2019, and as amended by Amendment No. 1 and Amendment No. 2 to Schedule 13D filed with the SEC on April 11, 2019 and June 9, 2020, respectively (collectively the “Prior Filings”), is hereby amended by this Amendment No. 3 to Schedule 13D (“Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Prior Filings. | ||||||
| (1) | Names of reporting persons
Muneer A. Satter | |||||
| (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; 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 of America | |||||
Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
20,340,792 shares (see Item 5(a)) | ||||
| (8) | Shared voting power
0 shares | |||||
| (9) | Sole dispositive power
20,340,792 shares (see Item 5(a)) | |||||
| (10) | Shared dispositive power
0 shares | |||||
(11) | Aggregate amount beneficially owned by each reporting person
20,340,792 shares (see Item 5(a)) | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
(13) | Percent of class represented by amount in Row (11)
19.9% (see Item 5(a)) | |||||
(14) | Type of reporting person (see instructions)
IN | |||||
SCHEDULE 13D
| CUSIP No. 0087A 105 | Page 3 of 5 |
Item 3. Source and Amount of Funds.
Item 3 of the Prior Filings is amended by adding the following paragraph:
On January 6, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain affiliates of the Reporting Person, pursuant to which the Company agreed to issue and sell to affiliates of the Reporting Person, in a registered direct offering (the “Offering”), an aggregate of 9,000,000 shares of Common Stock, at a purchase price per share of $1.10. The shares of Common Stock are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-226650) that was filed with the Securities and Exchange Commission, and a prospectus supplement thereunder. The Offering closed on January 8, 2021. The source of the funds for SMTP’s acquisition of shares in the Offering was capital committed by the partners of SMTP.
Item 5. Interest in Securities of the Issuer.
Paragraph (a) of Item 5 of the Prior Filings is hereby deleted and replaced as follows:
| (a) | Amount beneficially owned as of the date hereof: |
Amount beneficially owned: The Reporting Person beneficially owns an aggregate of 20,340,792 shares of Common Stock. The shares of Common Stock beneficially owned by the Reporting Person include (a) 1,025,076 shares of Common Stock that are held by Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares; (b) 1,231,044 shares of Common Stock that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares; (c) 14,353,329 shares of Common Stock that are held by SMTP for which the Reporting Person has sole voting and dispositive power over all such shares, and (d) subject to the ownership limitation described below, Warrants to purchase 3,731,343 shares of Common Stock held by SMTP for which the Reporting Person has sole voting and dispositive power over all such Warrants and the underlying shares of Common Stock.
Percent of class:
While the Reporting Person beneficially owns 20,340,792 shares of Common Stock, such amount only represents 19.9% of the total number of shares of Common Stock outstanding because the Warrants may not be exercised with respect to any portion of the Warrants, to the extent that such exercise would result in SMTP and its affiliates beneficially owning more than 19.9% of the outstanding Common Stock or outstanding voting power of the Company.
All percentages calculated in this Schedule 13D are based on 83,610,151 shares of Common Stock outstanding after the Offering as disclosed in the Prospectus Supplement filed by the Company with the Securities and Exchange Commission on January 7, 2021.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Prior Filings is amended by adding the following paragraph:
Securities Purchase Agreement (2021)
The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations, other obligations of the parties and termination provisions. The description of the Purchase Agreement included in this Schedule 13D does not purport to be a complete description and is qualified in its entirety by reference to the full text of such agreement, which is filed as part of this Schedule 13D and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Prior Filings is amended by adding the following exhibit:
Exhibit D: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2021)
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.
Date: January 8, 2021
| By: | /s/ Muneer A. Satter | |
| Muneer A. Satter |
EXHIBIT INDEX
Exhibit A: | Securities Purchase Agreement, dated March 28, 2019, by and among the Company and the persons party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 1, 2019) | |
Exhibit B: | Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 1, 2019) | |
Exhibit C: | Registration Rights Agreement, dated March 28, 2019, by and among the Company and the persons party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 1, 2019) | |
Exhibit D: | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2021) | |
