[SCHEDULE 13D/A] Monopar Therapeutics SEC Filing

Rhea-AI Filing Summary

Amendment No. 2 to a Schedule 13D reports ownership changes by Tactic Pharma LLC and certain related persons in Monopar Therapeutics (MNPR) common stock. The filing states there are 6,611,661 shares outstanding after an Offering. Tactic Pharma agreed to sell 550,229 shares back to the issuer at $63.6098 per share, the same price as the Offering (net of underwriting fees), conditioned on the Offering closing. After giving effect to this transaction, several reporting persons (other than Chandler Robinson and Michael Brown) ceased to beneficially own more than 5% of the outstanding common stock. The filing also discloses a prior pro rata distribution of shares by TacticGem LLC and a mutual lock-up among Tactic Pharma and Gem Pharmecuticals until December 31, 2025, with a one-time waiver to permit the transaction described above.

Positive

• Tactic Pharma sold 550,229 shares to Monopar at $63.6098 per share, providing liquidity to selling holders.

Negative

• Several reporting persons fell below 5% ownership after the transaction, reducing their relative stake and potential influence.

Insights

Securities Analyst

TL;DR: Tactic Pharma agreed to sell 550,229 shares to Monopar at $63.61 per share, reducing several insiders below 5% ownership.

The transaction is a privately negotiated sale of a meaningful block of stock back to the issuer at the Offering price, suggesting coordination with the equity raise. Ownership data uses 6,611,661 shares outstanding and shows concentrated insider holdings: Chandler Robinson reports aggregate beneficial ownership of 506,199 shares (7.5%), Michael Brown 338,067 shares (5.1%), while Tactic Pharma and other named persons report ~4.1% each (272,026 shares). The mutual lock-up among distributing parties, with a one-time waiver to permit this sale, indicates negotiated governance among holders and planned liquidity aligned with the Offering.

Corporate Governance Expert

TL;DR: Lock-up arrangements and a one-time waiver enabled a seller-side transaction alongside the issuer's Offering, altering >5% status for several reporting persons.

The filing documents pre-existing contractual restrictions from a distribution by TacticGem LLC, including a lock-up through December 31, 2025, requiring mutual consent to sell. The parties exercised a one-time waiver to allow Tactic Pharma to sell 550,229 shares to the issuer. This demonstrates coordinated share transfer mechanics and governance between affiliated holders and the issuer during capital raising activities. Materiality is moderate: the sale is sizable relative to outstanding shares but the filing does not disclose final closing or post-closing ownership beyond the cover-page snapshots.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Monopar Therapeutics

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

61023L207

(CUSIP Number)

Tactic Pharma LLC
c/o 1000 Skokie Blvd, Ste 350,
Wilmette, IL, 60091
(847) 388-0349

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

09/24/2025

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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).

SCHEDULE 13D

CUSIP No. 61023L207

1

Name of reporting person

Tactic Pharma 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 272,026.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 272,026.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

272,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 61023L207

1

Name of reporting person

Mazar Andrew Paul

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 1.00
8	Shared Voting Power 272,026.00
9	Sole Dispositive Power 1.00
10	Shared Dispositive Power 272,026.00

11

Aggregate amount beneficially owned by each reporting person

272,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 61023L207

1

Name of reporting person

Robinson Chandler

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 234,173.00
8	Shared Voting Power 272,026.00
9	Sole Dispositive Power 234,173.00
10	Shared Dispositive Power 272,026.00

11

Aggregate amount beneficially owned by each reporting person

506,199.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

SOLE VOTING AND DISPOSITIVE POWER AND AGGREGATE AMOUNT INCLUDES 8,726 RESTRICTED STOCK UNITS SCHEDULED TO VEST WITHIN 60 DAYS AND 152,105 STOCK OPTIONS CURRENTLY EXERCISABLE OR SCHEDULED TO VEST AND BE EXERCISABLE WITHIN 60 DAYS

SCHEDULE 13D

CUSIP No. 61023L207

1

Name of reporting person

O'Halloran Thomas V.

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 2,801.00
8	Shared Voting Power 272,026.00
9	Sole Dispositive Power 2,801.00
10	Shared Dispositive Power 272,026.00

11

Aggregate amount beneficially owned by each reporting person

272,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 61023L207

1

Name of reporting person

Brown Michael J

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 66,051.00
8	Shared Voting Power 272,026.00
9	Sole Dispositive Power 66,051.00
10	Shared Dispositive Power 272,026.00

11

Aggregate amount beneficially owned by each reporting person

338,067.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

SOLE VOTING AND DISPOSITIVE POWER AND AGGREGATE AMOUNT INCLUDES 18,878 STOCK OPTIONS

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: Monopar Therapeutics
(c)	Address of Issuer's Principal Executive Offices: 1000 SKOKIE BLVD SUITE 350, WILMETTE, ILLINOIS , 60091.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 23, 2019 (the "Initial Schedule 13D" and together with Amendment No. 1 filed on December 17, 2024 and this Amendment No. 2, the "Schedule 13D") by Tactic Pharma LLC ("Tactic Pharma"), Andrew Mazar, Chandler Robinson, Thomas O'Halloran and Michael Brown (the "Reporting Persons") with respect to the Common Stock, par value $0.001 per share, of Monopar Therapeutics Inc (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Initial Schedule 13D. This Amendment No. 2 amends Item 1, 5 and 6 to the extent set forth below.
Item 5.	Interest in Securities of the Issuer
(a)	Refer to the cover pages. All percentages are calculated based on 6,611,661 shares of Common Stock outstanding as reported in the Issuer's final prospectus supplement dated September 23, 2025 and filed with the Securities Exchange Commission on September 24, 2025, after giving effect to the offering described therein (the "Offering").
(b)	Refer to the cover pages. All percentages are calculated based on 6,611,661 shares of Common Stock outstanding as reported in the Issuer's final prospectus supplement dated September 23, 2025 and filed with the Securities Exchange Commission on September 24, 2025, after giving effect to the Offering.
(c)	On September 24, 2025, Tactic Pharma entered into a privately negotiated stock purchase agreement with the Issuer, pursuant to which Tactic Pharma agreed to sell 550,229 shares of Common Stock to the Issuer for $63.6098 per share. The per share purchase price is the same price at which shares were sold by the Issuer in the Offering, less underwriting discounts and commissions. The transaction is conditioned on closing of the Offering and is expected to close promptly thereafter.
(d)	Not applicable.
(e)	As a result of the transaction described in Item 5(c) above, as of September 24, 2025, each of the Reporting Persons (other than Chandler Robinson and Michael Brown) ceased to the beneficial owner of more than five percent of the Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended as follows: On December 9, 2024, TacticGem LLC ("TacticGem") made a pro rata distribution of all of the shares of Common Stock that were held by it to its members, Tactic Pharma and Gem Pharmecuticals, LLC ("Gem"). In connection with that distribution, the Reporting Persons and Gem agreed to lock-up provisions with each other prohibiting sales of the distributed Common Stock until December 31, 2025, without the mutual consent of representatives of both Tactic Pharma and Gem. Representatives of both Tactic Pharma and Gem agreed to a one-time waiver of these provisions in order to allow Tactic Pharma to engage in the transaction described in Item 5(c) above.

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.

Tactic Pharma LLC

Signature:	/s/ Chandler Robinson
Name/Title:	Chandler Robinson
Date:	09/24/2025

Mazar Andrew Paul

Signature:	/s/ Andrew Mazar
Name/Title:	Andrew Mazar
Date:	09/24/2025

Robinson Chandler

Signature:	/s/ Chandler Robinson
Name/Title:	Chandler Robinson
Date:	09/24/2025

O'Halloran Thomas V.

Signature:	/s/ Thomas O'Halloran
Name/Title:	Thomas O'Halloran
Date:	09/24/2025

Brown Michael J

Signature:	/s/ Michael Brown
Name/Title:	Michael Brown
Date:	09/24/2025

FAQ

What transaction did Tactic Pharma report in the MNPR Schedule 13D/A?

The filing reports that Tactic Pharma agreed to sell 550,229 shares of Monopar common stock to the issuer at $63.6098 per share, conditioned on the Offering closing.

How many Monopar shares outstanding did the filing use to calculate percentages?

Percentages are calculated using 6,611,661 shares outstanding as reported in the issuer's final prospectus supplement dated September 23, 2025.

Which reporting persons remained above 5% ownership after the transaction?

The filing states that Chandler Robinson and Michael Brown did not cease to be beneficial owners of more than 5% after the transaction; other named reporting persons did.

What lock-up arrangements are disclosed in the filing?

Following a pro rata distribution by TacticGem LLC, Tactic Pharma and Gem Pharmecuticals agreed to a mutual lock-up prohibiting sales of distributed shares until December 31, 2025, with a one-time waiver to permit the transaction described.

At what price per share did the sale to the issuer occur and how was it determined?

The per-share purchase price was $63.6098, stated to be the same price at which shares were sold by the issuer in the Offering, less underwriting discounts and commissions.