Fletcher Aaron G.L. Form 3 Lantern Pharma / Aaron G.L. Fletcher ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Fletcher Aaron G.L.

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FT WORTH

76107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2020

3. Issuer Name and Ticker or Trading Symbol
Lantern Pharma Inc. [ LTRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	64,734⁽¹⁾⁽⁴⁾	I	By Bios Fund II, LP⁽¹⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	211,456⁽¹⁾⁽⁵⁾	I	By Bios Fund II QP, LP⁽¹⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	28,308⁽¹⁾⁽⁶⁾	I	By Bios Fund II NT, LP⁽¹⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	503,606⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	I	By Bios Fund I, LP⁽¹⁾⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Warrants	03/17/2017	03/17/2022	Common Stock⁽²⁾	60,431⁽¹⁾⁽²⁾	3.13⁽¹⁾⁽²⁾	I	By Bios Fund I, LP⁽¹⁾⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	294,557⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	I	By Bios Fund I QP, LP⁽¹⁾⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Warrants	03/17/2017	03/17/2022	Common Stock⁽³⁾	35,346⁽¹⁾⁽³⁾	3.13⁽¹⁾⁽³⁾	I	By Bios Fund I QP, LP⁽¹⁾⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	139,989⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	I	By Bios Fund II, LP⁽¹⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Warrants	03/07/2019	03/07/2024	Common Stock⁽⁴⁾	16,799⁽¹⁾⁽⁴⁾	3.13⁽¹⁾⁽⁴⁾	I	By Bios Fund II, LP⁽¹⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	457,282⁽¹⁾⁽⁵⁾	⁽¹⁾⁽⁵⁾	I	By Bios Fund II QP, LP⁽¹⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Warrants	03/07/2019	03/07/2024	Common Stock⁽⁵⁾	54,872⁽¹⁾⁽⁵⁾	3.13⁽¹⁾⁽⁵⁾	I	By Bios Fund II QP, LP⁽¹⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	61,214⁽¹⁾⁽⁶⁾	⁽¹⁾⁽⁶⁾	I	By Bios Fund II NT, LP⁽¹⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Series A Warrants	03/07/2019	03/07/2024	Common Stock⁽⁶⁾	7,346⁽¹⁾⁽⁶⁾	3.13⁽¹⁾⁽⁶⁾	I	By Bios Fund II NT, LP⁽¹⁾⁽⁶⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Stock Options	12/17/2018	12/16/2028	Common Stock	32,538⁽¹⁾⁽⁷⁾	1.03⁽¹⁾	I	By BP Directors, LP⁽¹⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

Fletcher Aaron G.L.

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund I, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund I QP, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund II, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund II QP, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Fund II NT, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bios Equity Partners, LP

(Last)

(First)

(Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bios Equity Partners II, LP

(Last)

(First)

(Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Capital Management, LP

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOS Advisors GP, LLC

(Last)

(First)

(Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH

76107

(City)

(State)

(Zip)

Explanation of Responses:

1. In connection with the Issuer's initial public offering ("IPO"), the Issuer intends to effect a 1.74-for-1 stock split on its outstanding common stock, which will become effective immediately prior to the closing of the Issuer's IPO ("Stock Split"). The share amounts and the price reflect the anticipated Stock Split.

2. Bios Fund I, LP ("Bios Fund I") is a direct beneficial owner of: (i) 289,429 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert into 503,606 shares of common stock immediately prior to the closing of the Issuer's IPO, and (ii) warrants to purchase up to 34,731 shares of the Issuer's Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 60,431 shares of common stock at $3.13 per share.

3. Bios Fund I QP, LP ("Bios Fund I QP") is a direct beneficial owner of: (i) 169,286 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert into 294,557 shares of common stock immediately prior to the closing of the Issuer's IPO, and (ii) warrants to purchase up to 20,314 shares of the Issuer's Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 35,346 shares of common stock at $3.13 per share.

4. Bios Fund II, LP ("Bios Fund II") is a direct beneficial owner of: (i) 64,734 shares of common stock, (ii) 80,454 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert into 139,989 shares of common stock immediately prior to the closing of the Issuer's IPO, and (iii) warrants to purchase up to 9,655 shares of the Issuer's Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 16,799 shares of common stock at $3.13 per share.

5. Bios Fund II QP, LP ("Bios Fund II QP") is a direct beneficial owner of: (i) 211,456 shares of common stock, (ii) 262,806 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert to 457,282 shares of common stock immediately prior to the closing of the Issuer's IPO, and (iii) warrants to purchase up to 31,536 shares of the Issuer's Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 54,872 shares of common stock at $3.13 per share.

6. Bios Fund II NT, LP ("Bios Fund II NT") is a direct beneficial owner of: (i) 28,308 shares of common stock, (ii) 35,181 shares of the Issuer's Series A Preferred Stock, which have no expiration date and will automatically convert to 61,214 shares of common stock immediately prior to the closing of the Issuer's IPO, and (iii) warrants to purchase up to 4,222 shares of Series A Preferred Stock; provided, that upon the closing of the Issuer's IPO, such warrants will be amended to represent a right to purchase up to 7,346 shares of common stock at $3.13 per share.

7. BP Directors, LP ("Bios Directors") is a direct beneficial owner of options to purchase 32,538 shares of common stock exercisable within 60 days.

8. Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, Bios Fund I QP and Bios Directors. Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, Bios Fund II QP and Bios Fund II NT. Bios Capital Management, LP ("Bios Management"), an entity managed and controlled by Mr. Fletcher, is a general partner of Bios Equity I and Bios Equity II. Bios Advisors GP, LLC ("Bios Advisors"), an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Management.

9. Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Fund II, Bios Fund II QP, Bios Fund II NT and Bios Directors (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Fletcher, Bios Management, Bios Advisors and the Bios Equity Entities, Mr. Fletcher, Bios Management and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.

10. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

This Form 3 is the second of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting person. The first Form 3 was filed by Leslie W. Kreis, Jr. as the designated filer.

	/s/ Aaron Glenn Louis Fletcher	06/10/2020
	Bios Fund I, LP, By: Bios Equity Partners, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher,Manager	06/10/2020
	Bios Fund I QP, LP, By: Bios Equity Partners, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	06/10/2020
	Bios Fund II, LP, By: Bios Equity Partners II, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	06/10/2020
	Bios Fund II QP, LP, By: Bios Equity Partners II, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	06/10/2020
	Bios Fund II NT, LP, By: Bios Equity Partners II, LP, its general partner, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	06/10/2020
	Bios Equity Partners, LP, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	06/10/2020
	Bios Equity Partners II, LP, By: Bios Capital Management, LP, its general partner, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	06/10/2020
	Bios Capital Management, LP, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	06/10/2020
	Bios Advisors GP, LLC, By: /s/ Aaron Glenn Louis Fletcher, Manager	06/10/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Fletcher Aaron G.L. Form 3Lantern Pharma / Aaron G.L. Fletcher ownership change