Filing Details

Accession Number:
0001104659-20-108288
Form Type:
13D Filing
Publication Date:
2020-09-24 15:47:12
Filed By:
Palisade Concentrated Equity Partnership Ii, Lp
Company:
Fresh Tracks Therapeutics Inc. (NASDAQ:FRTX)
Filing Date:
2020-09-24
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Palisade Concentrated Equity Partnership II 980,030 1,073,374 980,030 1,073,374 1,073,374 3.86%
Palisade Capital Advisors 51,781 1,073,374 51,781 1,073,374 1,073,374 3.86%
Dennison T. Veru 41,563 1,073,374 41,563 1,073,374 1,073,374 3.86%
Palisade Capital Management 0 1,073,374 0 1,073,374 1,073,374 3.86%
Filing
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

 

BRICKELL BIOTECH, INC.

(Name of Issuer)

 

Common stock, par value $0.01 per share

(Title of Class of Securities)

  

10802T105

(CUSIP Number)

 

Robert B. Brown

c/o Brickell Biotech, Inc.

5777 Central Avenue, Suite 102

Boulder, CO 80301

 Tel. (720) 565-4755

 

with copies to:

 

Anna T. Pinedo
Mayer Brown LLP
1221 Avenue of the Americas
New York, NY 10020
Tel. (212) 506-2275
Fax (212) 849-5767

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

  

September 14, 2020

(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

 

 

 

 

CUSIP No. 10802T105

 

1  

NAME OF REPORTING PERSON.

Palisade Concentrated Equity Partnership II, L.P. 

 

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨ (b) ¨

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO 

 

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

¨ 

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

980,030 shares

 

  8  

SHARED VOTING POWER

1,073,374 shares

 

  9  

SOLE DISPOSITIVE POWER

980,030 shares

 

  10  

SHARED DISPOSITIVE POWER

1,073,374 shares

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,073,374 shares

 

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

3.86%(1)

 

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

 

 

(1)

Based on a total of 27,787,081 shares of the Issuer’s common stock outstanding as of August 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2020 for the quarter ended June 30, 2020.

 

2

 

CUSIP No. 10802T105

 

1  

NAME OF REPORTING PERSON.

Palisade Capital Advisors, LLC

 

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨ (b) ¨

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO 

 

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

¨ 

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

51,781 shares

 

  8  

SHARED VOTING POWER

1,073,374 shares

 

  9  

SOLE DISPOSITIVE POWER

51,781 shares

 

  10  

SHARED DISPOSITIVE POWER

1,073,374 shares

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,073,374 shares

 

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

3.86%(1)

 

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

 

 

(1)

Based on a total of 27,787,081 shares of the Issuer’s common stock outstanding as of August 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2020 for the quarter ended June 30, 2020.

 

3

 

CUSIP No. 10802T105

 

1  

NAME OF REPORTING PERSON.

Dennison T. Veru

 

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨ (b) ¨

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO 

 

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

41,563 shares

 

  8  

SHARED VOTING POWER

1,073,374 shares

 

  9  

SOLE DISPOSITIVE POWER

41,563 shares

 

  10  

SHARED DISPOSITIVE POWER

1,073,374 shares

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,073,374 shares

 

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

3.86%(1)

 

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

 

(1)

Based on a total of 27,787,081 shares of the Issuer’s common stock outstanding as of August 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2020 for the quarter ended June 30, 2020.

 

4

 

CUSIP No. 10802T105

 

1  

NAME OF REPORTING PERSON.

Palisade Capital Management, L.L.C.

 

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨ (b) ¨

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO 

 

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

¨ 

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

0 shares

 

  8  

SHARED VOTING POWER

1,073,374 shares

 

  9  

SOLE DISPOSITIVE POWER

0 shares

 

  10  

SHARED DISPOSITIVE POWER

1,073,374 shares

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,073,374 shares

 

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

3.86%(1)

 

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC

 

  

(1)

Based on a total of 27,787,081 shares of the Issuer’s common stock outstanding as of August 12, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 12, 2020 for the quarter ended June 30, 2020.

 

5

 

Amendment No. 1 to Schedule 13D

 

This amendment No. 1 (the “Amendment No. 1”) to Schedule 13D relates to the Schedule 13D filed on September 16, 2019 (the “Original Schedule 13D”) by Palisade Concentrated Equity Partnership II, L.P. (“Palisade”), Palisade Capital Advisors, LLC, Dennison T. Veru and Palisade Capital Management, LLC (collectively, the “Reporting Persons”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of Brickell Biotech, Inc. (the “Issuer”). As of the date of this filing, Dennison T. Veru is a member of the Issuer’s board of directors. This is the final amendment to the Original Schedule 13D and constitutes an “exiting filing” for the Reporting Persons.

 

Item 4.

Purpose of Transaction 

 

Item 4 of Original Schedule 13D is hereby amended and supplemented with the following information:

 

“As a result of an increase in the number of the Issuer’s issued and outstanding Common Stock, the Reporting Persons’ beneficial ownership has decreased below 5% of the Issuer’s outstanding shares.”

 

Item 5

Interest in Securities of the Issuer

 

Item 5 of Original Schedule 13D is hereby amended and supplemented with the following information:

 

(e) The Reporting Persons ceased to be beneficial owners of more than five percent of the shares of Common Stock on September 14, 2020.

 

6

 

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.

 

Date: September 24, 2020

 

  PALISADE CONCENTRATED EQUITY /s/ Dennison T. Veru
  PARTNERSHIP II, L.P. Dennison T. Veru
     
     
  PALISADE CAPITAL ADVISORS, LLC /s/ Dennison T. Veru
  Dennison T. Veru
     
     
  DENNISON T. VERU /s/ Dennison T. Veru
  Dennison T. Veru
     
     
  PALISADE CAPITAL MANAGEMENT, L.L.C. /s/ Dennison T. Veru
  Dennison T. Veru

 

7

 

Annex A

 

Directors and Officers of Palisade Capital Management, L.L.C.

 

 

Name   Principal Business/ Occupation
     
Alison A. Berman   Co-Chairman of the Board of Directors, President & Chief Executive Officer
     
Steven E. Berman   Vice Chairman of the Board of Directors
     
Jack Feiler   Vice Chairman of the Board of Directors
     
Michael Feiler   Director, Managing Director of Private Wealth Management
     
Frank Galdi   Chief Risk Officer
     
Bradley R. Goldman   General Counsel & Chief Compliance Officer
     
Jeffrey D. Serkes   Director, Senior Advisor
     
Beata Tannuzzo   Chief Financial Officer
     
Dennison T. Veru   Chief Investment Officer & Co-Chairman

 

 

 

The address for each director and officer is One Bridge Plaza, Suite 695, Fort Lee, NJ 07024

 

8