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Form SC 13G TFF Pharmaceuticals, Filed by: CARLSON CAPITAL L P

November 28, 2022 4:23 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

TFF Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

87241J104

(CUSIP Number)

November 22, 2022

(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 (“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. 87241J104    SCHEDULE 13G    Page 2 of 11 Pages

 

  1    

NAMES OF REPORTING PERSON

 

Double Black Diamond Offshore Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING PERSON

WITH

   5      

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,194,000

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,194,000

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,194,000

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

12  

TYPE OF REPORTING PERSON

 

CO

 

2


CUSIP No. 87241J104    SCHEDULE 13G    Page 3 of 11 Pages

 

  1    

NAMES OF REPORTING PERSON

 

Carlson Capital, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING PERSON

WITH

   5      

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,194,000

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,194,000

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,194,000

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

12  

TYPE OF REPORTING PERSON

 

PN, IA

 

3


CUSIP No. 87241J104    SCHEDULE 13G    Page 4 of 11 Pages

 

  1    

NAMES OF REPORTING PERSON

 

Asgard Investment Corp. II

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING PERSON

WITH

   5      

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,194,000

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,194,000

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,194,000

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

12  

TYPE OF REPORTING PERSON

 

CO

 

4


CUSIP No. 87241J104    SCHEDULE 13G    Page 5 of 11 Pages

 

  1    

NAMES OF REPORTING PERSON

 

Clint D. Carlson

  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

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING PERSON

WITH

   5      

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,194,000

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,194,000

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,194,000

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

12  

TYPE OF REPORTING PERSON

 

IN

 

5


Item 1(a).    NAME OF ISSUER
   TFF Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).
Item 1(b).    ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   1751 River Run, Suite 400
   Fort Worth, Texas 76107
Item 2(a).    NAME OF PERSON FILING
   This statement is filed by:
   (i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (the “Fund”), with respect to Common Stock, par value $0.001 per share, of the Issuer (the “Common Stock”) held or beneficially owned directly by the Fund;
   (ii) Carlson Capital, L.P., a Delaware limited partnership (“Carlson Capital”), which serves as the investment manager to the Fund with respect to any shares of Common Stock of the Issuer held by the Fund;
   (iii) Asgard Investment Corp. II, a Delaware corporation (“Asgard II”), which serves as the general partner of Carlson Capital, with respect to the Common Stock directly held by the Fund; and
   (iv) Mr. Clint D. Carlson, a United States citizen (“Mr. Carlson”), who is the sole stockholder of Asgard II and serves as president of Asgard II and Carlson Capital, with respect to the Common Stock directly held by the Fund.
   The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”.
   The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
Item 2(b).    ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   The address of the principal business office of each of the Reporting Persons is 2100 McKinney Avenue, Suite 1800, Dallas, Texas 75201.

 

6


Item 2(c).

  

CITIZENSHIP

   The Fund is a Cayman Islands exempted company. Carlson Capital is a Delaware limited partnership. Asgard II is a Delaware corporation. Mr. Carlson is a United States citizen.

Item 2(d).

  

TITLE OF CLASS OF SECURITIES

  

Common Stock, par value $0.001 per share (the “Common Stock”).

Item 2(e).

  

CUSIP No.

  

87241J104

Item 3.

   IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B), OR 240.13D-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 § 240.13d-1(b)(1)(ii)(E);
(f)       An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)       A parent holding company or control person in accordance with § 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)       A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)       Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:                 

 

7


Item 4.

OWNERSHIP

 

  A.

The Fund:

 

  (a)

Amount beneficially owned: 2,194,000 shares of Common Stock (consisting of 1,594,000 shares of Common Stock owned, plus 600,000 shares of Common Stock issuable upon exercise of 1,200,000 warrants)

 

  (b)

Percent of class: 6.2%

 

  (c)

(i)    Sole power to vote or direct the vote: 0

 

  (ii)

Shared power to vote or direct the vote: 2,194,000

 

  (iii)

Sole power to dispose or direct the disposition: 0

 

  (iv)

Shared power to dispose or direct the disposition: 2,194,000

 

  B.

Carlson Capital:

 

  (a)

Amount beneficially owned: 2,194,000

 

  (b)

Percent of class: 6.2%

 

  (c)

(i)    Sole power to vote or direct the vote: 0

 

  (ii)

Shared power to vote or direct the vote: 2,194,000

 

  (iii)

Sole power to dispose or direct the disposition: 0

 

  (iv)

Shared power to dispose or direct the disposition: 2,194,000

 

8


  C.

Asgard II:

 

  (a)

Amount beneficially owned: 2,194,000

 

  (b)

Percent of class: 6.2%

 

  (c)

(i)    Sole power to vote or direct the vote: 0

 

  (ii)

Shared power to vote or direct the vote: 2,194,000

 

  (iii)

Sole power to dispose or direct the disposition: 0

 

  (iv)

Shared power to dispose or direct the disposition: 2,194,000

 

  D.

Mr. Carlson:

 

  (a)

Amount beneficially owned: 2,194,000

 

  (b)

Percent of class: 6.2%

 

  (c)

(i)    Sole power to vote or direct the vote: 0

 

  (ii)

Shared power to vote or direct the vote: 2,194,000

 

  (iii)

Sole power to dispose or direct the disposition: 0

 

  (iv)

Shared power to dispose or direct the disposition: 2,194,000

The percentages reported in this Schedule 13G are based on 34,800,693 shares of Common Stock outstanding after the closing of the offering of shares of Common Stock as reported in the Prospectus Supplement filed by the Issuer on November 18, 2022, plus shares of Common Stock issuable upon exercise of outstanding warrants beneficially owned by the Reporting Persons.

 

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 5 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 OR CONTROL PERSON

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

Each of the Reporting Persons hereby makes the following certification:

By signing below, each Reporting Person certifies that, to the best of his or its 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.

 

9


SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: November 28, 2022

 

DOUBLE BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment manager
By: Asgard Investment Corp. II, its general partner
By:  

/s/ Clint D. Carlson

Name:   Clint D. Carlson
Title:   President
CARLSON CAPITAL, L.P.
By: Asgard Investment Corp. II, its general partner
By:  

/s/ Clint D. Carlson

Name:   Clint D. Carlson
Title:   President
ASGARD INVESTMENT CORP. II
By:  

/s/ Clint D. Carlson

Name:   Clint D. Carlson
Title:   President
CLINT D. CARLSON

/s/ Clint D. Carlson

 

10

ATTACHMENTS / EXHIBITS

JOINT FILING AGREEMENT



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