[SCHEDULE 13G/A] Inhibikase Therapeutics, Inc. SEC Filing
Inhibikase (IKT): Sands Group Discloses 10.95M Shares (14.7%)
This Schedule 13G is filed jointly by Sands Capital Life Sciences Pulse Fund II, L.P., Sands Capital Alternatives, LLC and Frank M. Sands and reports a significant passive position in Inhibikase Therapeutics common stock.
This Schedule 13G is filed jointly by Sands Capital Life Sciences Pulse Fund II, L.P., Sands Capital Alternatives, LLC and Frank M. Sands and reports a significant passive position in Inhibikase Therapeutics common stock. The Reporting Persons beneficially own 10,950,000 shares, representing 14.7% of the outstanding class based on 74,341,540 shares outstanding as of May 1, 2025. The position is reported with shared voting and dispositive power of 10,950,000 shares and no sole voting or dispositive power.
The filing expressly excludes a Series A-1 warrant to purchase 5,475,000 shares and a Series B-1 warrant to purchase 10,068,120 shares because neither warrant is exercisable within 60 days; each warrant contains a restriction preventing beneficial ownership in excess of 19.99% immediately after exercise. The Reporting Persons certify the securities are not held to change or influence control of the issuer.
Positive
Clear disclosure of a material position: 10,950,000 shares representing 14.7% of the class
Voting and dispositive power are specified (shared voting/dispositive power of 10,950,000; sole power 0)
Warrant interests disclosed and excluded with stated exercise caps, improving transparency around potential dilution or ownership changes
Negative
None.
Insights
TL;DR: Sands group reports a 14.7% shared stake (10.95M shares) in IKT; warrants are excluded from current beneficial ownership.
The Reporting Persons disclose a material passive stake of 10,950,000 shares in Inhibikase representing 14.7% of the class on the stated share count basis. The cover pages show shared voting and dispositive power only, with no sole control. The filing clarifies that Series A-1 and Series B-1 warrants (5,475,000 and 10,068,120 shares respectively) are excluded because they are not exercisable within 60 days and contain exercise ownership caps of 19.99%. For investors, this is a clear, material ownership disclosure but is presented as passive under Schedule 13G rules.
TL;DR: Joint filing by fund, manager and individual reports shared powers and disclaims intent to influence issuer control.
The Schedule 13G is filed jointly by the fund, its investment manager and an individual with ultimate voting/investment power, reflecting typical reporting structure: Sands Pulse Fund II holds the economic interest; Sands Capital Alternatives is the manager; Frank M. Sands holds ultimate authority. The statement includes an explicit certification that the securities were not acquired to change or influence control. The filing also discloses the organization and jurisdiction of each Reporting Person and the principal business address for the reporting entities.
FAQ
How many Inhibikase (IKT) shares does Sands Capital report owning?
The Reporting Persons disclose beneficial ownership of 10,950,000 shares of Inhibikase common stock.
What percentage of Inhibikase does the 10,950,000 shares represent?
The position represents 14.7% of the class based on 74,341,540 shares outstanding as of May 1, 2025.
Do the Reporting Persons have sole voting or dispositive power over these shares?
No. The filing reports 0 sole voting power and 10,950,000 shared voting power; similarly 0 sole dispositive power and 10,950,000 shared dispositive power.
Are Series A-1 or B-1 warrants included in the beneficial ownership calculation?
No. The filing excludes a Series A-1 warrant to purchase 5,475,000 shares and a Series B-1 warrant to purchase 10,068,120 shares because neither is exercisable within 60 days.
Is there an ownership cap associated with the warrants?
Yes. Each warrant contains a provision preventing the holder and its affiliates from beneficially owning more than 19.99% immediately after exercise.
Which entities and individuals jointly filed this Schedule 13G for IKT?
The Schedule 13G was filed jointly by Sands Capital Life Sciences Pulse Fund II, L.P., Sands Capital Alternatives, LLC, and Frank M. Sands.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Inhibikase Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
45719W205
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
45719W205
1
Names of Reporting Persons
Sands Capital Life Sciences Pulse Fund II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
10,950,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,950,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,950,000.00
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)
14.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 74,341,540 Shares outstanding as of May 1, 2025 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on May 14, 2025).
SCHEDULE 13G
CUSIP No.
45719W205
1
Names of Reporting Persons
Sands Capital Alternatives, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
10,950,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,950,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,950,000.00
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)
14.7 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 74,341,540 Shares outstanding as of May 1, 2025 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on May 14, 2025).
SCHEDULE 13G
CUSIP No.
45719W205
1
Names of Reporting Persons
SANDS FRANK M.
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
10,950,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,950,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,950,000.00
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)
14.7 %
12
Type of Reporting Person (See Instructions)
IN, HC
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 74,341,540 Shares outstanding as of May 1, 2025 (according to the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on May 14, 2025).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Inhibikase Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
1000 N. WEST STREET, SUITE 1200, 1000 N. WEST STREET, SUITE 1200, WILMINGTON, DELAWARE, 19801.
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed jointly by: (i) Sands Capital Life Sciences Pulse Fund II, L.P. ("Sands Pulse Fund II"), with respect to the shares of Common Stock held by it; (ii) Sands Capital Alternatives, LLC ("Sands Capital Alternatives"), the investment manager of Sands Pulse Fund II, with respect to the shares of common Stock held by Sands Pulse Fund II; and (iii) Frank M. Sands ("Sands"), with respect to the shares of Common Stock held by Sands Pulse Fund II. Sands Pulse Fund II, Sands Capital Alternatives and Sands are together referred to herein as the "Reporting Persons".
Sands Capital Life Sciences Pulse Fund II-GP, L.P. ("Sands Pulse GP LP") is the general partner of Sands Pulse Fund II. Sands Capital Life Sciences Pulse Fund-GP, LLC ("Sands Pulse GP LLC" and, together with Sands Pulse GP LP, the "Sands General Partners") is the general partner of Sands Pulse GP LP.
Sands Capital Alternatives is the investment manager of Sands Pulse Fund II and thus may be deemed to beneficially own the shares of Common Stock held by Sands Pulse Fund II. Sands holds ultimate voting and investment power over securities held by Sands Pulse Fund II, and thus may be deemed to beneficially own the shares of Common Stock held by Sands Pulse Fund II. Each Reporting Person and the Sands General Partners disclaim beneficial ownership of any securities beyond its pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons and the Sands General Partners is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.
(c)
Citizenship:
Sands Pulse Fund II and Sands Pulse GP LP are organized under the laws of the Cayman Islands. Sands Capital Alternatives and Sands Pulse GP LLC are organized under the laws of Delaware. Sands is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
45719W205
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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See rows 5 through 11 of the cover pages.
The ownership disclosed in rows 5 through 11 of the cover pages does not include a Series A-1 warrant to purchase 5,475,000 shares of Common Stock (the "Series A-1 Warrant") or a Series B-1 warrant to purchase 10,068,120 shares of Common Stock (the "Series B-1 Warrant"), in each case held by Sands Pulse Fund II, each of which was purchased by Sands Pulse Fund II from the Issuer pursuant to that certain securities purchase agreement dated October 9, 2024 between the Issuer and, among certain other institutional and accredited investors, Sands Pulse Fund II (the "Purchase Agreement"). The Series A-1 Warrant is exercisable on the earlier of (a) the 75th calendar day following the initial filing date of the registration statement covering the resale of the shares of Common Stock underlying the Series A-1 warrants and Series B-1 warrants issued pursuant to the Purchase Agreement (the "Warrant Initial Registration Statement") if the Securities and Exchange Commission ("SEC") notifies the Issuer that it will "review" the Warrant Initial Registration Statement and (b) the fifth business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that the Warrant Initial Registration Statement will not be "reviewed" or (even if previously subject to review pursuant to clause (a) of this sentence) will not be subject to further review (the "Initial Exercise Date"). The Series B-1 Warrant is exercisable on the Initial Exercise Date, provided that, to the extent exercisable, the Series A-1 Warrant issued to Sands Pulse Fund II has been exercised in full either by Sands Pulse Fund II or its transferee permitted by the terms of the Series A-1 Warrant. The Series A-1 Warrant and the Series B-1 Warrant each provide that the holder of such warrant will not have the right to exercise any portion of such warrant if such holder, together with its affiliates, would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. The Reporting Persons each disclaim beneficial ownership of the shares of Common Stock underlying each of the Series A-1 Warrant and Series B-1 Warrant because neither the Series A-1 Warrant nor the Series B-1 Warrant is exercisable within 60 days of this filing and such date is not determinable at this time.
(b)
Percent of class:
See rows 5 through 11 of cover pages.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See rows 5 through 11 of cover pages.
(ii) Shared power to vote or to direct the vote:
See rows 5 through 11 of cover pages.
(iii) Sole power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 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.
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, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Sands Capital Life Sciences Pulse Fund II, L.P.
Signature:
/s/ Jonathan Goodman
Name/Title:
Jonathan Goodman, General Counsel of the GP of the GP of Sands Capital Life Sciences Pulse Fund II, L.P.
Date:
08/13/2025
Sands Capital Alternatives, LLC
Signature:
/s/ Jonathan Goodman
Name/Title:
Jonathan Goodman, General Counsel
Date:
08/13/2025
SANDS FRANK M.
Signature:
/s/ Frank M. Sands
Name/Title:
Frank M. Sands
Date:
08/13/2025
Comments accompanying signature: Sands Capital Life Sciences Pulse Fund II, L.P. signed by Sands Capital Life Sciences Pulse Fund II-GP, L.P., its general partner, by Sands Capital Life Sciences Pulse Fund II-GP, LLC, its general partner, by Jonathan Goodman, General Counsel.
