Form SC 13G Vallon Pharmaceuticals, Filed by: Lincoln Park Capital Fund, LLC

May 18, 2022 12:35 PM EDT

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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. __)*

 

VALLON PHARMACEUTICALS, INC.

(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

 

92023M 101

(CUSIP Number)

 

May 17, 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)
  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 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).

 

(Page 1 of 12 Pages)

 

 

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 92023M101  Page 2 of 12
1

NAMES OF REPORTING PERSONS

Lincoln Park Capital Fund, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,050,232

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,050,232

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,050,232

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99*%

12

TYPE OF REPORTING PERSON

OO

       

 

 

 * Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 740,000 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,050,232 shares, which is 9.99% of the 10,512,836 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on May 13, 2022).

 

 

 

  

SCHEDULE 13G

 

CUSIP NO. 92023M101 Page 3 of 12
1

NAMES OF REPORTING PERSONS

Lincoln Park Capital, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,050,232

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,050,232

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,050,232

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99*%

12

TYPE OF REPORTING PERSON

OO

       

 

 

  * Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 740,000 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,050,232 shares, which is 9.99% of the 10,512,836 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on May 13, 2022).

 

 

 

  

SCHEDULE 13G

 

CUSIP NO. 92023M101 Page 4 of 12
1

NAMES OF REPORTING PERSONS

Rockledge Capital Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,050,232

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,050,232

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,050,232

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99*%

12

TYPE OF REPORTING PERSON

CO

       

 

 

  * Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 740,000 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,050,232 shares, which is 9.99% of the 10,512,836 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on May 13, 2022). 

 

 

 

  

SCHEDULE 13G

 

CUSIP NO. 92023M101 Page 5 of 12
1

NAMES OF REPORTING PERSONS

Joshua B. Scheinfeld

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

1,050,232

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,050,232

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,050,232

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99*%

12

TYPE OF REPORTING PERSON

IN

       

 

 

  * Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 740,000 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,050,232 shares, which is 9.99% of the 10,512,836 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on May 13, 2022). 

 

 

 

  

SCHEDULE 13G

 

CUSIP NO. 92023M101 Page 6 of 12
1

NAMES OF REPORTING PERSONS

Alex Noah Investors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,050,232

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,050,232

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,050,232

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99*%

12

TYPE OF REPORTING PERSON

CO

       

 

 

 * Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 740,000 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,050,232 shares, which is 9.99% of the 10,512,836 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on May 13, 2022).

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 92023M101 Page 7 of 12
1

NAMES OF REPORTING PERSONS

Jonathan I. Cope

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

1,050,232

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,050,232

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,050,232

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99*%

12

TYPE OF REPORTING PERSON

IN

       

 

 

 * Reporting person has rights, under a Warrant, to acquire an aggregate number of shares of the Issuer’s common stock which, except for the contractual cap in the Warrant on the amount of outstanding shares of the Issuer’s common stock that the reporting person may own, when combined with the 740,000 shares of Common Stock owned, would exceed such a cap. The ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by the reporting person as of the date of this filing was 1,050,232 shares, which is 9.99% of the 10,512,836 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on May 13, 2022).

 

 

 

  

SCHEDULE 13G

 

CUSIP NO. 92023M101  Page 8 of 12
   
Item 1.  
  (a) Name of Issuer: 
     
    Vallon Pharmaceuticals, Inc. (the “Issuer”)
     
  (b) Address of Issuer’s Principal Executive Offices: 
     
    100 N. 18th Street, Suite 300per   Philadelphia PA  19103 Philadelphia, PA 19103
Item 2.  
  (a) Name of Person Filing: 
     
    Lincoln Park Capital Fund, LLC (“LPC Fund”)
    Lincoln Park Capital, LLC (“LPC”)
    Rockledge Capital Corporation (“RCC”)
    Joshua B. Scheinfeld (“Mr. Scheinfeld”)
    Alex Noah Investors, Inc. (“Alex Noah”)
    Jonathan I. Cope (“Mr. Cope” and, collectively with LPC Fund, LPC, RCC, Mr. Scheinfeld and Alex Noah, the “Reporting Persons”)
     
  (b) Address of Principal Business Office, or if None, Residence: 
     
    The address of the principal business office of each of the Reporting Persons is:
    440 North Wells, Suite 410
    Chicago, Illinois 60654
     
  (c) Citizenship: 
     
    LPC Fund is an Illinois limited liability company.
    LPC is an Illinois limited liability company.
    RCC is a Texas corporation.
    Mr. Scheinfeld is a United States citizen.
    Alex Noah is an Illinois corporation.
    Mr. Cope is a United States citizen.
             

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 92023M101 Page 9 of 12
   
  (d) Title of Class of Securities: 
     
    Common Stock, Par Value $0.0001 Per Share (“Common Stock”)
     
  (e) CUSIP Number: 
     
    92023M101
     
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 associations 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 §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________

  

 

 

  

SCHEDULE 13G

 

CUSIP NO. 92023M101 Page 10 of 12

 

Item 4. Ownership. 

 

Reporting person  Amount
beneficially
owned1:
   Percent
of class:
   Sole power
to vote
or direct
the vote:
  

Shared power

to vote or
to direct
the vote:

   Sole power
to dispose or to
direct the
disposition of:
   Shared power
to dispose or to
direct the
disposition of:
 
Lincoln Park Capital Fund, LLC   1,050,232    9.99%   0    1,050,232    0    1,050,232 
Lincoln Park Capital, LLC   1,050,232    9.99%   0    1,050,232    0    1,050,232 
Rockledge Capital Corporation   1,050,232    9.99%   0    1,050,232    0    1,050,232 
Joshua B. Scheinfeld   1,050,232    9.99%   0    1,050,232    0    1,050,232 
Alex Noah Investors, Inc.   1,050,232    9.99%   0    1,050,232    0    1,050,232 
Jonathan I. Cope   1,050,232    9.99%   0    1,050,232    0    1,050,232 

 

1.Represents 740,000 shares of Common Stock purchased by LPC Fund directly from the Issuer in a registered direct offering of Common Stock on May 17, 2022 (the “Registered Direct Offering”) and a warrant to purchase 740,000 shares of common stock (the “Warrant”) purchased by LPC Fund directly from the Issuer in a concurrent private placement (the “Private Placement”). The Warrant, however, contains a 9.99% contractual cap on the amount of outstanding shares of the Issuer’s common stock that LPC Fund may own upon exercise of such Warrant. Therefore, the number of shares of the Issuer’s common stock beneficially owned by LPC Fund under the Warrant as of the date of this filing was 310,232 shares, which, when combined with the 740,000 shares of Common Stock presently owned, is 9.99% of the 10,512,836 shares that were outstanding on that date (as reported in the Issuer’s prospectus supplement filed on May 13, 2022). The shares outstanding includes the 740,000 shares of Common Stock of the Issuer owned directly by LPC Fund, but does not include any shares issuable upon exercise of the Warrant issued to LPC Fund or any other investor in the Private Placement.

   

As of May 17, 2022, LPC Fund beneficially owned, directly, 740,000 shares of Common Stock, purchased by LPC Fund directly from the Issuer in the Registered Direct Offering and 310,232 shares currently exercisable under the Warrant purchased directly from the Issuer in the Private Placement. The Warrant amount is subject to a 9.99% beneficial ownership cap that prohibits the issuance of shares of Common Stock upon exercise of any Warrants to the extent such issuance would cause the holder’s beneficial ownership of Common Stock to exceed 9.99% of the outstanding Common Stock.

 

LPC is the Managing Member of LPC Fund. RCC and Alex Noah are the Managing Members of LPC. Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC. Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund.

 

Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned directly by LPC Fund.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. 92023M101  Page 11 of 12
   
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 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. Certifications. 

 

By signing below I certify that, to the best of my 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.

 

 

 

  

SCHEDULE 13G

 

CUSIP NO. 92023M101 Page 12 of 12

 

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: May 18, 2022

 

LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ROCKLEDGE CAPITAL CORPORATION
     
BY: ROCKLEDGE CAPITAL CORPORATION    
       
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Joshua B. Scheinfeld
  Name: Joshua B. Scheinfeld     Name: Joshua B. Scheinfeld
  Title: President     Title: President
     
LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ALEX NOAH INVESTORS, INC.
     
BY: ALEX NOAH INVESTORS, INC.    
       
     
By: /s/ Jonathan I. Cope   By: /s/ Jonathan I. Cope
  Name: Jonathan I. Cope     Name: Jonathan I. Cope
  Title: President     Title: President
     
ROCKLEDGE CAPITAL CORPORATION   ALEX NOAH INVESTORS, INC.
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President
     
JOSHUA B. SCHEINFELD   JONATHAN I. COPE
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President

 

 

 

  

LIST OF EXHIBITS

 

Exhibit No. Description
   
1 Joint Filing Agreement

 

 

 

 

EXHIBIT 1

 

Joint Filing Agreement

 

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such Schedule 13G with respect to the Ordinary Shares of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 18, 2022. 

 

LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ROCKLEDGE CAPITAL CORPORATION
     
BY: ROCKLEDGE CAPITAL CORPORATION    
       
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Joshua B. Scheinfeld
  Name: Joshua B. Scheinfeld     Name: Joshua B. Scheinfeld
  Title: President     Title: President
     
LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ALEX NOAH INVESTORS, INC.
     
BY: ALEX NOAH INVESTORS, INC.    
       
     
By: /s/ Jonathan I. Cope   By: /s/ Jonathan I. Cope
  Name: Jonathan I. Cope     Name: Jonathan I. Cope
  Title: President     Title: President
     
ROCKLEDGE CAPITAL CORPORATION   ALEX NOAH INVESTORS, INC.
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President
     
JOSHUA B. SCHEINFELD   JONATHAN I. COPE
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President

 

 



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