SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information To Be Included in Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TRANSITION THERAPEUTICS INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
893716209
(CUSIP Number)
Jack W. Schuler
c/o Crabtree Partners LLC
28161 North Keith Drive
Lake Forest, Illinois 60045
(847) 607-2066
(Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications)
June 23, 2014
(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
*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 purposes 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).
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CUSIP 893716209 | | 13D | | Page 2 of 16 |
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1 | | Name of reporting person I.R.S. identification number (entity only) Jack W. Schuler |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds N/A |
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: | | 7 | | Sole voting power 2,823,010 |
| 8 | | Shared voting power 4,605,668 |
| 9 | | Sole dispositive power 2,823,010 |
| 10 | | Shared dispositive power 4,605,668 |
11 | | Aggregate amount beneficially owned by each reporting person 7,428,678 |
12 | | Check if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 20.7%* |
14 | | Type of reporting person IN |
* | This calculation was made on the basis of 35,913,464 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the private placement described in Item 5(c) (the “Private Placement”) (including the 1,015, 657 shares that the Schuler Family Foundation purchased); plus (iii) the warrants for 619,551 shares that the Foundation acquired in the Private Placement. |
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CUSIP 893716209 | | 13D | | Page 3 of 16 |
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1 | | Name of reporting person I.R.S. identification number (entity only) Renate Schuler |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds N/A |
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: | | 7 | | Sole voting power 37,000 |
| 8 | | Shared voting power 4,605,668 |
| 9 | | Sole dispositive power 37,000 |
| 10 | | Shared dispositive power 4,605,668 |
11 | | Aggregate amount beneficially owned by each reporting person 4,642,668 |
12 | | Check if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 12.9%* |
14 | | Type of reporting person IN |
* | This calculation was made on the basis of 35,913,464 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 1,015,657 shares that the Schuler Family Foundation purchased); plus (iii) the warrants for 619,551 shares that the Foundation acquired in the Private Placement. |
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CUSIP 893716209 | | 13D | | Page 4 of 16 |
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1 | | Name of reporting person I.R.S. identification number (entity only) Schuler Family Foundation EIN 36-4154510 |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds PF |
5 | | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Illinois |
Number of shares beneficially owned by each reporting person with: | | 7 | | Sole voting power 4,605,668 |
| 8 | | Shared voting power 0 |
| 9 | | Sole dispositive power 4,605,668 |
| 10 | | Shared dispositive power 0 |
11 | | Aggregate amount beneficially owned by each reporting person 4,605,668 |
12 | | Check if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 12.8%* |
14 | | Type of reporting person CO |
* | This calculation was made on the basis of 35,913,464 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 1,015,657 shares that the Schuler Family Foundation purchased); plus (iii) the warrants for 619,551 shares that the Foundation acquired in the Private Placement. |
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CUSIP 893716209 | | 13D | | Page 5 of 16 |
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1 | | Name of reporting person I.R.S. identification number (entity only) Tanya Eva Schuler Trust EIN 36-7205458 |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds PF |
5 | | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Illinois |
Number of shares beneficially owned by each reporting person with: | | 7 | | Sole voting power 1,836,903 |
| 8 | | Shared voting power 0 |
| 9 | | Sole dispositive power 1,836,903 |
| 10 | | Shared dispositive power 0 |
11 | | Aggregate amount beneficially owned by each reporting person 1,836,903 |
12 | | Check if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 5.2%* |
14 | | Type of reporting person OO |
* | This calculation was made on the basis of 35,582,196 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 472,595 shares that the Tanya Eva Schuler Trust purchased); plus (iii) the warrants for 288,283 shares that the Trust acquired in the Private Placement. |
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CUSIP 893716209 | | 13D | | Page 6 of 16 |
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1 | | Name of reporting person I.R.S. identification number (entity only) Therese Heidi Schuler Trust EIN 36-7205459 |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds PF |
5 | | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Illinois |
Number of shares beneficially owned by each reporting person with: | | 7 | | Sole voting power 1,678,324 |
| 8 | | Shared voting power 0 |
| 9 | | Sole dispositive power 1,678,324 |
| 10 | | Shared dispositive power 0 |
11 | | Aggregate amount beneficially owned by each reporting person 1,678,324 |
12 | | Check if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 4.7%* |
14 | | Type of reporting person OO |
* | This calculation was made on the basis of 35,573,876 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 458,955 shares that the Therese Heidi Schuler Trust purchased); plus (iii) the warrants for 279,963 shares that the Trust acquired in the Private Placement. |
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CUSIP 893716209 | | 13D | | Page 7 of 16 |
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1 | | Name of reporting person I.R.S. identification number (entity only) Tino Hans Schuler Trust EIN 36-7205456 |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds PF |
5 | | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Illinois |
Number of shares beneficially owned by each reporting person with: | | 7 | | Sole voting power 1,638,857 |
| 8 | | Shared voting power 0 |
| 9 | | Sole dispositive power 1,638,857 |
| 10 | | Shared dispositive power 0 |
11 | | Aggregate amount beneficially owned by each reporting person 1,638,857 |
12 | | Check if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 4.6%* |
14 | | Type of reporting person OO |
* | This calculation was made on the basis of 35,571,805 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 455,560 shares that the Tino Hans Schuler Trust purchased); plus (iii) the warrants for 277,892 shares that the Trust acquired in the Private Placement |
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CUSIP 893716209 | | 13D | | Page 8 of 16 |
This Amendment No. 1 to Schedule 13D is filed to amend and restate the Schedule 13D filed by certain of the reporting persons on November 29, 2011 in respect of common shares of Transition Therapeutics Inc., as this Schedule 13D was amended and restated by Amendment No. 1 to Schedule 13D filed on August 22, 2013.
The Schedule 13D is amended and restated to read as follows:
Item 1. | Security and Issuer |
This statement on Schedule 13D relates to the common shares (“common shares”) of Transition Therapeutics Inc., an Ontario corporation (“TTHI”), whose principal executive offices are located at 101 College Street, Suite 220, Toronto, Ontario, Canada M5G 1L7.
Item 2. | Identity and Background |
The following information is provided for the persons filing this Schedule 13D (the “reporting persons”):
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Name: | | Jack W. Schuler |
Residence or business address: | | 28161 North Keith Drive Lake Forest, Illinois 60045 |
Principal occupation or employment: | | Private investor |
Citizenship: | | United States |
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Name: | | Renate Schuler |
Residence or business address: | | 28161 North Keith Drive Lake Forest, Illinois 60045 |
Principal occupation or employment: | | Private investor |
Citizenship: | | United States |
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Name: | | Schuler Family Foundation |
Nature: | | Not-for-profit corporation |
State or other place of organization: | | Illinois |
Principal business: | | Tax-exempt private operating foundation |
Principal office: | | 28161 North Keith Drive Lake Forest, Illinois 60045 |
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Name: | | Tanya Eva Schuler Trust |
Nature: | | Irrevocable trust |
State of organization: | | Illinois |
Principal business: | | not applicable |
Principal office: | | c/o H. George Schuler, Trustee Schuler Development 1500 East Industrial Boulevard, Suite 225 McKinney, Texas 75069 |
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CUSIP 893716209 | | 13D | | Page 9 of 16 |
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Name: | | Therese Heidi Schuler Trust |
Nature: | | Irrevocable trust |
State or other place of organization: | | Illinois |
Principal business: | | not applicable |
Principal office: | | c/o H. George Schuler, Trustee Schuler Development 1500 East Industrial Boulevard, Suite 225 McKinney, Texas 75069 |
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Name: | | Tino Hans Schuler Trust |
Nature: | | Irrevocable trust |
State of organization: | | Illinois |
Principal business: | | not applicable |
Principal office: | | c/o H. George Schuler, Trustee Schuler Development 1500 East Industrial Boulevard, Suite 225 McKinney, Texas 75069 |
During the last five years, none of the reporting person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the reporting person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. | Source and Amount of Funds and Other Consideration |
Each reporting person used personal funds as the source of payment of the purchase price of the TTHI common shares reported.
In the case of each reporting person, no part of the purchase price is or was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the TTHI common shares reported.
Item 4. | Purpose of Transaction |
In the case of each reporting person, the TTHI common shares reported were acquired for investment purposes.
Depending upon market conditions and other factors, in the future each reporting person may consider the purchase of additional TTHI common shares, or the disposition of existing shares, in the open market or otherwise; but none of the reporting persons has any plans or proposals at present for any such purchase or disposition.
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CUSIP 893716209 | | 13D | | Page 10 of 16 |
None of the reporting persons has any plans or proposals at present that relate to or would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving TTHI or any subsidiary; (ii) a sale or transfer of a material amount of TTHI’s assets or the assets of any subsidiary; (iii) any change in the present board of directors or management of TTHI or in the number or term of directors or in filling any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of TTHI; (v) any other change in TTHI’s business or corporate structure; (vi) any change in TTHI’s certificate of incorporation or bylaws or other actions that may impede the acquisition or control of TTHI by any person; (vii) causing TTHI common shares or other equity securities of TTHI 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; (viii) a class of equity securities of TTHI becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to those enumerated in clauses (i)-(viii).
Item 5. | Interest in Securities of the Issuer |
The Schuler Family Foundation (the “Foundation”) is a tax-exempt private operating foundation of which Jack W. Schuler and his wife, Renate Schuler, are two of the three directors. The third director is a daughter, Tanya Eva Schuler.
The Tanya Eva Schuler Trust, Therese Heidi Schuler Trust and Tino Hans Schuler Trust (the “Trusts”) are irrevocable trusts that Mr. Schuler established for the benefit of his three children, all of whom are adults and none of whom reside with Mr. and Mrs. Schuler. Mr. Schuler is not a trustee of any of the Trusts.
Mr. Schuler disclaims any beneficial interest in (i) the TTHI common shares owned by the Foundation, (ii) the TTHI common shares owned by any of the Trusts or (iii) the TTHI common shares owned by Mrs. Schuler.
Mrs. Schuler disclaims any beneficial interest in (i) the TTHI common shares owned by the Foundation or (ii) the TTHI common shares owned by any of the Trusts.
The reporting persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The filing of this Schedule 13D is not, and should not be interpreted as, an admission that the reporting persons constitute a person or a group.
(a)
Jack W. Schuler
Jack W. Schuler may be deemed the beneficial owner of 7,428,678 common shares, consisting of: (i) 2,823,010 shares that he owns; (ii) 3,986,117 shares that the Foundation owns (including the 1,015,657 shares that the Foundation purchase in the private placement described in (c) of this Item 5 (the “Private Placement”); and (iii) warrants for 619,551 shares that the Foundation acquired in the Private Placement. The Foundation’s warrants are exercisable at any time after June 23, 2014 through and including June 23, 2016.
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CUSIP 893716209 | | 13D | | Page 11 of 16 |
These shares represent 20.7% of TTHI’s issued and outstanding common shares, determined on the basis of 35,913,464 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 1,015,657 shares that the Schuler Family Foundation purchased); plus (iii) the warrants for 619,551 shares that the Foundation acquired in the Private Placement.
Renate Schuler
Renate Schuler may be deemed the beneficial owner of 4,642,668 common shares, consisting of: (i) 37,000 shares that she owns; (ii) 3,986,117 shares that the Foundation owns (including the 1,015,657 shares that the Foundation purchase in the Private Placement; and (iii) warrants for 619,551 shares that the Foundation acquired in the Private Placement
These shares represent 12.8% of TTHI’s issued and outstanding common shares, determined on the basis of 35,913,464 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 1,015,657 shares that the Schuler Family Foundation purchased); plus (iii) the warrants for 619,551 shares that the Foundation acquired in the Private Placement.
Schuler Family Foundation
The Foundation may be deemed the beneficial owner of 4,605,668 common shares, consisting of: (i) 3,986,117 shares that the Foundation owns (including the 1,015,657 shares that the Foundation purchase in the Private Placement); and (ii) warrants for 619,551 shares that the Foundation acquired in the Private Placement.
These shares represent 12.8% of TTHI’s issued and outstanding common shares, determined on the basis of 35,913,464 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 1,015,657 shares that the Foundation purchased); plus (iii) the warrants for 619,551 shares that the Foundation acquired in the Private Placement.
Tanya Eva Schuler Trust
The Tanya Eva Schuler Trust may be deemed the beneficial owner of 1,836,903 common shares, consisting of: (i) 1,548,620 shares that the Trust owns (including the 472,595 shares that the Trust purchased in the Private Placement); and (iii) warrants for 288,283 shares that the Trust acquired in the Private Placement. These warrants are exercisable at any time after June 23, 2014 through and including June 23, 2016.
These shares represent 5.2% of TTHI’s issued and outstanding common shares, determined on the basis of 35,582,196 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii)
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CUSIP 893716209 | | 13D | | Page 12 of 16 |
3,195,487 shares issued to the purchasers in the Private Placement (including the 472,595 shares that the Trust purchased); plus (iii) the warrants for 288,283 shares that the Trust acquired in the Private Placement.
Therese Heidi Schuler Trust
The Therese Heidi Schuler Trust may be deemed the beneficial owner of 1,678,324 common shares, consisting of: (i) 1,398,361 shares that the Trust owns (including the 458,955 shares that the Trust purchased in the Private Placement); and (ii) warrants for 279,963 shares that the Trust acquired in the Private Placement. These warrants are exercisable at any time after June 23, 2014 through and including June 23, 2016.
These shares represent 4.7% of TTHI’s issued and outstanding common shares, determined on the basis of 35,573,876 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 458,955 shares that the Trust purchased); plus (iii) the warrants for 279,963 shares that the Trust acquired in the Private Placement.
Tino Hans Schuler Trust
The Tino Hans Schuler Trust may be deemed the beneficial owner of 1,638,857 common shares, consisting of: (i) 1,360,965 shares that the Trust owns (including the 455,560 shares that the Trust purchased in the Private Placement); and (ii) warrants for 277,892 shares that the Trust acquired in the Private Placement. These warrants are exercisable at any time after June 23, 2014 through and including June 23, 2016.
These shares represent 4.6% of TTHI’s issued and outstanding common shares, determined on the basis of 35,571,805 common shares outstanding, derived as follows: (i) 32,098,426 shares outstanding as of June 22, 2014, as disclosed by the Company; plus (ii) 3,195,487 shares issued to the purchasers in the Private Placement (including the 455,560 shares that the Trust purchased); and plus (iii) the warrants for 277,892 shares that the Trust acquired in the Private Placement.
(b)
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Jack W. Schuler | | | | |
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Shares with sole power to vote or to direct the vote | | | 2,823,010 | |
Shares with shared power to vote or direct the vote | | | 4,605,668 | * |
Shares with sole power to dispose or direct the disposition | | | 2,823,010 | |
Shares with sole power to dispose or direct the disposition | | | 4,605,668 | * |
* | Mr. Schuler shares the voting and dispositive power in respect of the 4,605,668 shares and exercisable warrants owned by the Schuler Family Foundation, of which Mr. Schuler is one of three directors. The other two directors are Mr. Schuler’s wife, Renate Schuler, and their daughter, Tanya Eva Schuler. |
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CUSIP 893716209 | | 13D | | Page 13 of 16 |
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Renate Schuler | | | | |
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Shares with sole power to vote or to direct the vote | | | 37,000 | |
Shares with shared power to vote or direct the vote | | | 4,605,668 | * |
Shares with sole power to dispose or direct the disposition | | | 37,000 | |
Shares with sole power to dispose or direct the disposition | | | 4,605,668 | * |
* | Mrs. Schuler shares the voting and dispositive power in respect of the 4,605,668 shares and exercisable warrants owned by the Schuler Family Foundation, of which Mrs. Schuler is one of three directors. The other two directors are Mrs. Schuler’s husband, Jack W. Schuler, and their daughter, Tanya Eva Schuler. |
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Schuler Family Foundation | | | | |
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Shares with sole power to vote or to direct the vote | | | 4,605,668 | |
Shares with shared power to vote or direct the vote | | | 0 | |
Shares with sole power to dispose or direct the disposition | | | 4,605,668 | |
Shares with sole power to dispose or direct the disposition | | | 0 | |
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Tanya Eva Schuler Trust | | | | |
| |
Shares with sole power to vote or to direct the vote | | | 1,836,903 | |
Shares with shared power to vote or direct the vote | | | 0 | |
Shares with sole power to dispose or direct the disposition | | | 1,836,903 | |
Shares with sole power to dispose or direct the disposition | | | 0 | |
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Therese Heidi Schuler Trust | | | | |
| |
Shares with sole power to vote or to direct the vote | | | 1,678,324 | |
Shares with shared power to vote or direct the vote | | | 0 | |
Shares with sole power to dispose or direct the disposition | | | 1,678,324 | |
Shares with sole power to dispose or direct the disposition | | | 0 | |
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Tino Hans Schuler Trust | | | | |
| |
Shares with sole power to vote or to direct the vote | | | 1,638,857 | |
Shares with shared power to vote or direct the vote | | | 0 | |
Shares with sole power to dispose or direct the disposition | | | 1,638,857 | |
Shares with sole power to dispose or direct the disposition | | | 0 | |
(c)
On June 23, 2014, TTHI issued and sold to purchasers in a private placement a total of 3,195,487 units at a subscription price of $5.32 per unit for a total subscription price of $17,000,000. Each unit consisted of (i) one common share and (ii) a 0.61 common share purchase warrant with an exercise price per whole share of $7.10. The Foundation and the three Trusts were among the purchasers.
The Foundation subscribed for and purchased 1,015,657 units for a total subscription price of $5,403,295, receiving (i) 1,015,657 common shares and (ii) 619,551 common share purchase warrants with an exercise price per whole share of $7.10.
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CUSIP 893716209 | | 13D | | Page 14 of 16 |
The Tanya Eva Schuler Trust subscribed for and purchased 472,595 units for a total subscription price of $2,514,205, receiving (i) 472,595 common shares and (ii) 288,283 common share purchase warrants with an exercise price per whole share of $7.10.
The Therese Heidi Schuler Trust subscribed for and purchased 458,955 units for a total subscription price of $2,441,641, receiving (i) 458,955 common shares and (ii) 279,963 common share purchase warrants with an exercise price per whole share of $7.10.
The Tino Hans Schuler Trust subscribed for and purchased 455,560 units for a total subscription price of $2,423,579, receiving (i) 455,560 common shares and (ii) 277,892 common share purchase warrants with an exercise price per whole share of $7.10.
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common shares that the reporting persons may be deemed to beneficially own.
(e)
Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the reporting persons entered into an agreement on July 1, 2014 in respect of the joint filing of this Schedule 13D and any amendment or amendments. A copy of this joint filing agreement is filed asExhibit 1 and incorporated into this Item 6 by reference.
As described in Item 5(c), the Foundation and the three Trusts subscribed for and purchased units in the private placement for a total subscription price $12,782,720. Copies of the form of subscription agreement and form of warrants are attached asExhibits 2 and3 and incorporated into this Item 6 by reference.
Except as described in Item 5(c), there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of TTHI, including but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. | Material To Be Filed as Exhibits |
| Exhibit 1 | Joint Filing Agreement, dated as of July 1, 2014, by and among Jack W. Schuler, Renate Schuler, the Schuler Family Foundation, the Tanya Eva Schuler Trust, the Therese Heidi Schuler Trust and the Tino Hans Schuler Trust |
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CUSIP 893716209 | | 13D | | Page 15 of 16 |
| Exhibit 2 | Form of Subscription Agreement for Units |
| Exhibit 3 | Form of Common Share Purchase Warrants |
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CUSIP 893716209 | | 13D | | Page 16 of 16 |
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: July 2, 2014.
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| | /S/ JACK W. SCHULER |
| | Jack W. Schuler |
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| | /S/ RENATE SCHULER |
| | Renate Schuler |
|
Schuler Family Foundation |
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By | | /S/ JACK W. SCHULER |
| | Jack W. Schuler, Director |
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Tanya Eva Schuler Trust |
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By | | /S/ H. GEORGE SCHULER |
| | H. George Schuler, Trustee |
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Therese Heidi Schuler Trust |
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By | | /S/ H. GEORGE SCHULER |
| | H. George Schuler, Trustee |
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Tino Hans Schuler Trust |
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By | | /S/ H. GEORGE SCHULER |
| | H. George Schuler, Trustee |
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