UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  )

 

PLx Pharma Inc.

(Name of Issuer)

 

Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)

 

72942A107
(CUSIP Number)

 

November 16, 2020
(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).

 

Continued on the following page(s)

Page 1 of 11 Pages
 

 

 

   
CUSIP No. 72942A107  Page 2 of 11

 

1 Names of Reporting Persons
  I.R.S. Identification Nos. of above persons (entities only)
   
  WHITE ROCK CAPITAL MANAGEMENT, L.P.
   
2 Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.          ¨
  b.         x
   
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

 

1,398,219* (See Item 4(a))

 

7

Sole Dispositive Power

 

0

 

8

Shared Dispositive Power

 

  1,398,219* (See Item 4(a))

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
   
  1,398,219* (See Item 4(a))
   
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
  ¨
   
11 Percent of Class Represented By Amount in Row (9)
   
  9.99%* (See Item 4(a))
   
12 Type of Reporting Person (See Instructions)
   
  PN; IA

 

* Includes 77,913 shares of Common Stock underlying the Warrants that are currently exercisable, but subject to a 9.99% beneficial ownership limitation and excludes 1,810,788 shares of Common Stock underlying Warrants, which currently may not be exercised due to such 9.99% beneficial ownership limitation.

 

   
CUSIP No. 72942A107  Page 3 of 11

  

1 Names of Reporting Persons
  I.R.S. Identification Nos. of above persons (entities only)
   
  WHITE ROCK CAPITAL PARTNERS, L.P.
   
2 Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.          ¨
  b.         x
   
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

 

1,398,219* (See Item 4(a))

 

7

Sole Dispositive Power

 

0

 

8

Shared Dispositive Power

 

  1,398,219* (See Item 4(a))

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
   
  1,398,219* (See Item 4(a))
   
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
  ¨
   
11 Percent of Class Represented By Amount in Row (9)
   
  9.99%* (See Item 4(a))
   
12 Type of Reporting Person (See Instructions)
   
  PN

 

* Includes 77,913 shares of Common Stock underlying the Warrants that are currently exercisable, but subject to a 9.99% beneficial ownership limitation and excludes 1,810,788 shares of Common Stock underlying Warrants, which currently may not be exercised due to such 9.99% beneficial ownership limitation.

 

   
CUSIP No. 72942A107  Page 4 of 11

 

1 Names of Reporting Persons
  I.R.S. Identification Nos. of above persons (entities only)
   
  WHITE ROCK CAPITAL (TX), INC.
   
2 Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.          ¨
  b.         x
   
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

 

1,398,219* (See Item 4(a))

 

7

Sole Dispositive Power

 

0

 

8

Shared Dispositive Power

 

  1,398,219* (See Item 4(a))

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
   
  1,398,219* (See Item 4(a))
   
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
  ¨
   
11 Percent of Class Represented By Amount in Row (9)
   
  9.99%* (See Item 4(a))
   
12 Type of Reporting Person (See Instructions)
   
  CO; HC

 

* Includes 77,913 shares of Common Stock underlying the Warrants that are currently exercisable, but subject to a 9.99% beneficial ownership limitation and excludes 1,810,788 shares of Common Stock underlying Warrants, which currently may not be exercised due to such 9.99% beneficial ownership limitation.

 

   
CUSIP No. 72942A107  Page 5 of 11

 

1 Names of Reporting Persons
  I.R.S. Identification Nos. of above persons (entities only)
   
  THOMAS U. BARTON
   
2 Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.          ¨
  b.         x
   
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

 

1,398,219* (See Item 4(a))

 

7

Sole Dispositive Power

 

0

 

8 Shared Dispositive Power
 

 

1,398,219* (See Item 4(a))

     

9 Aggregate Amount Beneficially Owned by Each Reporting Person
   
  1,398,219* (See Item 4(a))
   
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
  ¨
   
11 Percent of Class Represented By Amount in Row (9)
   
  9.99%* (See Item 4(a))
   
12 Type of Reporting Person (See Instructions)
   
  IN; HC

 

* Includes 77,913 shares of Common Stock underlying the Warrants that are currently exercisable, but subject to a 9.99% beneficial ownership limitation and excludes 1,810,788 shares of Common Stock underlying Warrants, which currently may not be exercised due to such 9.99% beneficial ownership limitation.

 

   
 Page 6 of 11

 

1 Names of Reporting Persons
  I.R.S. Identification Nos. of above persons (entities only)
   
  JOSEPH U. BARTON
   
2 Check the Appropriate Box If a Member of a Group (See Instructions)
   
  a.          ¨
  b.         x
   
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

 

1,398,219* (See Item 4(a))

 

7

Sole Dispositive Power

 

0

 

8

Shared Dispositive Power

 

  1,398,219* (See Item 4(a))

 

9 Aggregate Amount Beneficially Owned by Each Reporting Person
   
  1,398,219* (See Item 4(a))
   
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
  ¨
   
11 Percent of Class Represented By Amount in Row (9)
   
  9.99%* (See Item 4(a))
   
12 Type of Reporting Person (See Instructions)
   
  IN; HC

 

* Includes 77,913 shares of Common Stock underlying the Warrants that are currently exercisable, but subject to a 9.99% beneficial ownership limitation and excludes 1,810,788 shares of Common Stock underlying Warrants, which currently may not be exercised due to such 9.99% beneficial ownership limitation.

 

   
 Page 7 of 11

 

Item 1(a)Name of Issuer:

 

PLx Pharma Inc. (the “Issuer”).

 

Item 1(b)Address of the Issuer's Principal Executive Offices:

 

9 Fishers Lane, Ste. E

Sparta, New Jersey 07871

 

Item 2(a)Name of Person Filing:

 

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

(i)White Rock Capital Management, L.P., a Texas limited partnership (“White Rock Management”),

 

(ii)White Rock Capital Partners, L.P., a Texas limited partnership (“White Rock Partners”),

 

(iii)White Rock Capital (TX), Inc., a Texas corporation (“White Rock, Inc.”),

 

(iv)Thomas U. Barton, and

 

(v)Joseph U. Barton.

 

This statement relates to shares of common stock, par value $ 0.001 per share (the “Shares”), of the Issuer held for the account of White Rock Partners. White Rock Management may be deemed to exercise voting and/or dispositive power over the Shares held for the account of White Rock Partners. The general partner of White Rock Partners is White Rock Management, the general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White Rock, Inc. In such capacities, each of Thomas U. Barton and Joseph U. Barton may be deemed to be the beneficial owner of the Shares held for the account of White Rock Partners.

 

Item 2(b)Address of Principal Business Office or, if None, Residence:

 

The address and principal business office of each of White Rock Management, White Rock, Inc., White Rock Partners, Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.

 

Item 2(c)Citizenship:

 

(i)White Rock Management is a Texas limited partnership;

 

(ii)White Rock Partners is a Texas limited partnership;

 

(iii)White Rock, Inc. is a Texas corporation;

 

(iv)Thomas U. Barton is a United States citizen; and

 

(v)Joseph U. Barton is a United States citizen.

 

   
 Page 8 of 11

 

Item 2(d)Title of Class of Securities:

 

Common Stock, $0.001 par value per share.

 

Item 2(e)CUSIP Number:

 

72942A107

 

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:

 

This Item 3 is not applicable.

 

Item 4.Ownership:

 

Item 4(a)Amount Beneficially Owned:

 

As of November 16, 2020, each of the Reporting Persons may be deemed to be the beneficial owner of 1,398,219 Shares.

 

The Reporting Persons beneficially own 1,320,306 Shares and own a warrant issued in November 2020 exercisable to acquire 1,452,337 shares of common stock and a warrant issued in 2017 exercisable to acquire 436,364 shares of common stock. Each warrant provides that the number of shares of the Issuer’s common stock that may be acquired upon any exercise of the applicable warrant is generally limited to the extent necessary to ensure that, following such exercise, the holder would not, together with its affiliates and any other persons or entities whose beneficial ownership of the Issuer’s common stock would be aggregated for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, beneficially own in excess of 9.99% of the total number of shares of the Issuer’s common stock then issued and outstanding and/or the then combined voting power of all of the Issuer’s voting securities (the “Exercise Limitation”).

 

As a result of the Exercise Limitation, the beneficial ownership of the Reporting Persons excludes warrants that, in total, are exercisable to acquire 1,810,788 shares of the Issuer’s common stock and are subject to the Exercise Limitation.

 

Item 4(b)Percent of Class:

 

The number of Shares of which each of White Rock Management, White Rock, Inc., White Rock Partners and Messrs. Barton may be deemed to be the beneficial owner constitutes approximately 9.99% of the total number of Shares outstanding based upon (i) the 13,911,633 shares of the Issuer’s common stock outstanding as of the date of this Schedule 13G, as reported in reports and documents filed by the Issuer with the Securities and Exchange Commission, and (ii) 77,913 shares of Common Stock issuable upon the exercise of warrants beneficially owned by the Reporting Persons. In accordance with the Exercise Limitation, the beneficial ownership of the Reporting Persons excludes 1,810,788 shares of Common Stock underlying warrants.

 

Item 4(c)Number of shares as to which the person has:

 

White Rock Management

 

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

 

(ii)Shared power to vote or to direct the vote: 1,398,219

 

(iii)Sole power to dispose or to direct the disposition of: 0

 

(iv)Shared power to dispose or to direct the disposition of: 1,398,219

 

   
 Page 9 of 11

 

White Rock Partners

 

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

 

(ii)Shared power to vote or to direct the vote: 1,398,219

 

(iii)Sole power to dispose or to direct the disposition of: 0

 

(iv)Shared power to dispose or to direct the disposition of: 1,398,219

 

White Rock, Inc.

 

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

 

(ii)Shared power to vote or to direct the vote: 1,398,219

 

(iii)Sole power to dispose or to direct the disposition of: 0

 

(iv)Shared power to dispose or to direct the disposition of: 1,398,219

 

Thomas U. Barton

 

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

 

(ii)Shared power to vote or to direct the vote: 1,398,219

 

(iii)Sole power to dispose or to direct the disposition of: 0

 

(iv)Shared power to dispose or to direct the disposition of: 1,398,219

 

Joseph U. Barton

 

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

 

(ii)Shared power to vote or to direct the vote: 1,398,219

 

(iii)Sole power to dispose or to direct the disposition of: 0

 

(iv)Shared power to dispose or to direct the disposition of: 1,398,219

 

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:

 

This Item 6 is not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

This Item 7 is not applicable.

 

   
 Page 10 of 11

 

Item 8.Identification and Classification of Members of the Group:

 

This Item 8 is not applicable.

 

Item 9.Notice of Dissolution of Group:

 

This Item 9 is not applicable.

 

Item 10.Certification:

 

By signing below each signatory certifies that, to the best of his/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.

 

   
 Page 11 of 11

 

SIGNATURES

 

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

 

Date: December 15, 2020 WHITE ROCK CAPITAL MANAGEMENT, L.P.
       
  By: White Rock Capital (TX), Inc.
    Its General Partner
       
    By: /s/ Thomas U. Barton
      Thomas U. Barton

 

 

Date: December 15, 2020 WHITE ROCK CAPITAL PARTNERS, L.P.
       
  By: White Rock Capital Management, L.P.
    Its General Partner
       
    By: White Rock Capital (TX), Inc.
      Its General Partner

 

      By: /s/ Thomas U. Barton
        Thomas U. Barton

 

 

Date: December 15, 2020 WHITE ROCK CAPITAL (TX), INC.
     
  By: /s/ Thomas U. Barton
    Thomas U. Barton
     
Date: December 15, 2020 THOMAS U. BARTON
     
  By: /s/ Thomas U. Barton
    Thomas U. Barton
     
Date: December 15, 2020 JOSEPH U. BARTON
     
  By: /s/ Joseph U. Barton
    Joseph U. Barton

 

   

 

 

INDEX TO EXHIBITS

 

Exhibit   Description of Exhibit
     
Exhibit 99.1   Joint Filing Agreement

 

   

 

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of PLx Pharma Inc., a Delaware corporation (the “Issuer”), unless and until a Reporting Person shall give written notice to the other Reporting Persons that it wishes to make separate Schedule 13G filings.

 

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13G and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

 

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signatures on following page]

 

   

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Joint Filing Agreement to be duly executed this 15th day of December, 2020.

 

WHITE ROCK CAPITAL MANAGEMENT, L.P.
       
  By: White Rock Capital (TX), Inc.
    Its General Partner
       
    By: /s/ Thomas U. Barton
      Thomas U. Barton

 

WHITE ROCK CAPITAL PARTNERS, L.P.
       
  By: White Rock Capital Management, L.P.
    Its General Partner
       
    By: White Rock Capital (TX), Inc.
      Its General Partner

 

      By: /s/ Thomas U. Barton
        Thomas U. Barton

 

WHITE ROCK CAPITAL (TX), INC.
     
  By: /s/ Thomas U. Barton
    Thomas U. Barton
     
THOMAS U. BARTON
     
  By: /s/ Thomas U. Barton
    Thomas U. Barton
     
JOSEPH U. BARTON
     
  By: /s/ Joseph U. Barton
    Joseph U. Barton

 

 2