1
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NAMES OF REPORTING PERSONS
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Songjiang Ma (“Mr. Ma”)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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People’s Republic of China
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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7,456,847
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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7,456,847
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,456,847(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.62%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Represents (i) 4,514,380 shares underlying the options directly held by Mr. Ma that are exercisable within 60 days after the date hereof and (ii) 2,942,467 shares directly held by Yueying Zhu (“Ms. Zhu”), the
spouse of Mr. Ma.
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1
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NAMES OF REPORTING PERSONS
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Yueying Zhu
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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7,456,847
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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7,456,847
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,456,847(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.62%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Represents (i) 2,942,467 shares directly held by Ms. Zhu and (ii) 4,514,380 shares underlying the options directly held by Mr. Ma that are exercisable within 60 days after the date hereof.
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(2)
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All percentage calculations herein are based on 97,938,564 shares of common stock, consisting of (i) 93,424,184 shares of common stock outstanding as of August 6, 2024, as disclosed in the Form 10-Q and (ii)
4,514,380 shares underlying the options directly held by Mr. Ma that are exercisable within 60 days after the date hereof
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background
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(a) |
This Schedule 13D is being jointly filed by Mr. Ma and Ms. Zhu (each, a “Reporting Person” and collectively, the “Reporting Persons”).
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(b) |
The business address of the Reporting Persons is c/o Beijing Continent Pharmaceuticals Co., Ltd, at 6th floor, Junkang Life Insurance Building, No.1 Building, Wangjing Dongyuan 4 District, Chaoyang District, Beijing, People’s Republic
of China.
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(c) |
The principal occupation of Mr. Ma is the President and a director of the Issuer. Ms. Zhu does not have an occupation.
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(d) |
Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e) |
Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f) |
Mr. Ma is a citizen of the People’s Republic of China. Ms. Zhu is a citizen of Canada.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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(a)-(b) |
The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons currently beneficially own an aggregate of 7,456,847 shares of Common Stock, or 7.62% of the shares of Common Stock of the Issuer. The foregoing amount of Common Stock and percentage ownership represent the combined beneficial ownership of Mr. Ma and Ms.
Zhu. The Reporting Persons share the power to vote or direct the vote and dispose of or direct the disposition of the shares of Common Stock referred to in this Schedule 13D.
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(c)
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Except as set forth in this Schedule 13D, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.
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(d)
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None.
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(e)
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Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Materials to be Filed as Exhibits
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Exhibit
Number
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Description
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Joint Filing Agreement dated September 6, 2024, between the Reporting Persons.
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/s/ Songjiang Ma
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SONGJIANG MA
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/s/ Yueying Zhu
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YUEYING ZHU
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/s/ Songjiang Ma
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SONGJIANG MA
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/s/ Yueying Zhu
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YUEYING ZHU
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