UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)*
Zynerba Pharmaceuticals, Inc.
------------------------------------
(Name of Issuer)
Common Stock
------------------------------------
(Title of Class of Securities)
98986X109
--------------------
(CUSIP Number)
Ethan Benovitz
Genesis Capital Advisors LLC
1212 Avenue of the Americas, 19th Floor
New York, NY 10036
(646) 564-5646
-----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
August 5, 2015
-------------------------------------------------------------
(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)
[x] 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 ("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).
PAGE 1 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ethan Benovitz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 788,372*
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
788,372*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
788,372*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.03%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*The shares of common stock (the "Shares") of Zynerba Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), reported herein are held by G-TEN Partners
LLC ("G-TEN"), Genesis Capital Advisors LLC ("GCA") and Genesis Asset
Opportunity Fund L.P. ("GAOF"). Ethan Benovitz and Jaime Hartman, as
individuals, act as co-investment managers to G-TEN. Ethan Benovitz and Jaime
Hartman are also managing members of GCA and GAOF. In their capacity as
co-investment managers of G-TEN, Ethan Benovitz and Jaime Hartman have the sole
power to vote and the sole power to direct the disposition of all Shares held by
G-TEN. In their capacities as control persons of GCA and GAOF, Ethan Benovitz
and Jaime Hartman may be deemed to beneficially own Shares held by GCA and GAOF.
Accordingly, for the purposes of Reg. Section 240.13d-3, Ethan Benovitz and
Jaime Hartman may be deemed to beneficially own an aggregate of 788,372 Shares,
or 9.03% of the Shares deemed issued and outstanding as of August 18, 2014. The
beneficial ownership percentage reported herein is based on 8,733,963 Shares
issued and outstanding as of August 5, 2015, as disclosed in the Company's
Prospectus, as filed with the Securities and Exchange Commission on August 5,
2015. This report shall not be deemed an admission that G-TEN, GCA, GAOF or any
other person is the beneficial owner of the securities reported herein for
purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or
for any other purpose.
PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jaime Hartman
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 788,372*
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
788,372*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
788,372*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.03%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* The shares of common stock (the "Shares") of Zynerba Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), reported herein are held by G-TEN Partners
LLC ("G-TEN"), Genesis Capital Advisors LLC ("GCA") and Genesis Asset
Opportunity Fund L.P. ("GAOF"). Ethan Benovitz and Jaime Hartman, as
individuals, act as co-investment managers to G-TEN. Ethan Benovitz and Jaime
Hartman are also managing members of GCA and GAOF. In their capacity as
co-investment managers of G-TEN, Ethan Benovitz and Jaime Hartman have the sole
power to vote and the sole power to direct the disposition of all Shares held by
G-TEN. In their capacities as control persons of GCA and GAOF, Ethan Benovitz
and Jaime Hartman may be deemed to beneficially own Shares held by GCA and GAOF.
Accordingly, for the purposes of Reg. Section 240.13d-3, Ethan Benovitz and
Jaime Hartman may be deemed to beneficially own an aggregate of 788,372 Shares,
or 9.03% of the Shares deemed issued and outstanding as of August 18, 2014. The
beneficial ownership percentage reported herein is based on 8,733,963 Shares
issued and outstanding as of August 5, 2015, as disclosed in the Company's
Prospectus, as filed with the Securities and Exchange Commission on August 5,
2015. This report shall not be deemed an admission that G-TEN, GCA, GAOF or any
other person is the beneficial owner of the securities reported herein for
purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or
for any other purpose.
PAGE 3 OF 7 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G-TEN Partners LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 566,740*
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
566,740*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
566,740*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.49%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
* The shares of common stock (the "Shares") of Zynerba Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), reported herein are held by G-TEN Partners
LLC ("G-TEN"), Genesis Capital Advisors LLC ("GCA") and Genesis Asset
Opportunity Fund L.P. ("GAOF"). Ethan Benovitz and Jaime Hartman, as
individuals, act as co-investment managers to G-TEN. Ethan Benovitz and Jaime
Hartman are also managing members of GCA and GAOF. In their capacity as
co-investment managers of G-TEN, Ethan Benovitz and Jaime Hartman have the sole
power to vote and the sole power to direct the disposition of all Shares held by
G-TEN. In their capacities as control persons of GCA and GAOF, Ethan Benovitz
and Jaime Hartman may be deemed to beneficially own Shares held by GCA and GAOF.
Accordingly, for the purposes of Reg. Section 240.13d-3, Ethan Benovitz and
Jaime Hartman may be deemed to beneficially own an aggregate of 788,372 Shares,
or 9.03% of the Shares deemed issued and outstanding as of August 18, 2014. The
beneficial ownership percentage reported herein is based on 8,733,963 Shares
issued and outstanding as of August 5, 2015, as disclosed in the Company's
Prospectus, as filed with the Securities and Exchange Commission on August 5,
2015. This report shall not be deemed an admission that G-TEN, GCA, GAOF or any
other person is the beneficial owner of the securities reported herein for
purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or
for any other purpose.
PAGE 4 OF 7 PAGES
Item 1(a) Name of Issuer:
Zynerba Pharmaceuticals, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
80 W. Lancaster Avenue, Suite 300
Devon, PA 19333
Item 2(a) Name of Person Filing:
Ethan Benovitz
Jaime Hartman
G-TEN Partners LLC
Item 2(b) Address of the Principal Office or, if none, Residence:
1212 Avenue of the Americas, 19th Floor
New York, NY 10036
Item 2(c) Citizenship:
Ethan Benovitz -- United States
Jaime Hartman -- United States
G-TEN Partners LLC -- Delaware
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
98986X109
Item 3 If the Statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing
is a:
Item 4 Ownership:
(a) Amount Beneficially Owned:
Ethan Benovitz -- 788,372*
Jaime Hartman -- 788,372*
G-TEN Partners LLC -- 566,740*
(b) Percent of Class:
Ethan Benovitz -- 9.03%*
Jaime Hartman -- 9.03%*
G-TEN Partners LLC -- 6.49%*
PAGE 5 OF 7 PAGES
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
Ethan Benovitz -- 0
Jaime Hartman -- 0
G-TEN Partners LLC -- 0
(ii) shared power to vote or direct the vote:
Ethan Benovitz -- 788,372*
Jaime Hartman -- 788,372*
G-TEN Partners LLC -- 566,740*
(iii) sole power to dispose or to direct the
disposition of:
Ethan Benovitz -- 0
Jaime Hartman -- 0
G-TEN Partners LLC -- 0
(iv) shared power to dispose or to direct the
disposition of:
Ethan Benovitz -- 788,372*
Jaime Hartman -- 788,372*
G-TEN Partners LLC -- 566,740*
*The shares of common stock (the "Shares") of Zynerba Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), reported herein are held by G-TEN Partners
LLC ("G-TEN"), Genesis Capital Advisors LLC ("GCA") and Genesis Asset
Opportunity Fund L.P. ("GAOF"). Ethan Benovitz and Jaime Hartman, as
individuals, act as co-investment managers to G-TEN. Ethan Benovitz and Jaime
Hartman are also managing members of GCA and GAOF. In their capacity as
co-investment managers of G-TEN, Ethan Benovitz and Jaime Hartman have the sole
power to vote and the sole power to direct the disposition of all Shares held by
G-TEN. In their capacities as control persons of GCA and GAOF, Ethan Benovitz
and Jaime Hartman may be deemed to beneficially own Shares held by GCA and GAOF.
Accordingly, for the purposes of Reg. Section 240.13d-3, Ethan Benovitz and
Jaime Hartman may be deemed to beneficially own an aggregate of 788,372 Shares,
or 9.03% of the Shares deemed issued and outstanding as of August 18, 2014. The
beneficial ownership percentage reported herein is based on 8,733,963 Shares
issued and outstanding as of August 5, 2015, as disclosed in the Company's
Prospectus, as filed with the Securities and Exchange Commission on August 5,
2015. This report shall not be deemed an admission that G-TEN, GCA, GAOF or any
other person is the beneficial owner of the securities reported herein for
purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or
for any other purpose.
PAGE 6 OF 7 PAGES
Item 5 Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the
class of securities, check the following [ ].
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 a 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 acquired and are held in the ordinary course of
business and 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 such securities and were
were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
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.
Ethan Benovitz
August 14, 2015
-----------------
Date
/S/ ETHAN BENOVITZ
------------------
Signature
Jaime Hartman
August 14, 2015
-----------------
Date
/S/ JAIME HARTMAN
------------------
Signature
G-TEN Partners LLC
August 14, 2015
-----------------
Date
/S/ ETHAN BENOVITZ
----------------------------------
Signature
Ethan Benovitz/Managing Member
------------------------------
Name/Title
PAGE 7 OF 7 PAGES