UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Viking Therapeutics, Inc.
(Name of Issuer)
| Common Stock, $0.00001 par value |
| (Title of Class of Securities) |
| 92686J 106 |
| (CUSIP Number) |
| December 31, 2017 |
| (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 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).
| CUSIP No. 92686J 106 | SCHEDULE 13G | Page 2 of 9 Pages |
| (1) | Names of reporting persons
PoC Capital, 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
California |
|
Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
26,087 (1) |
| (6) | Shared voting power
0 | |
| (7) | Sole dispositive power
26,087 (1) | |
| (8) | Shared dispositive power
0 |
| (9) | Aggregate amount beneficially owned by each reporting person
26,087 (1) |
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]
|
| (11) | Percent of class represented by amount in Row (9)
<1% (2) |
| (12) | Type of reporting person (see instructions)
OO |
| (1) | Represents shares of common stock issuable upon the exercise of outstanding warrants. |
| (2) | Based on 35,060,283 shares of common stock outstanding on December 19, 2017, as disclosed by the Issuer in its Registration Statement on Form S-1 filed December 20, 2017, plus 26,087 shares of common stock issuable upon the exercise of warrants held by the Reporting Person. |
| CUSIP No. 92686J 106 | SCHEDULE 13G | Page 3 of 9 Pages |
| (1) | Names of reporting persons
The Evans Family Trust, dated January 28, 2016 |
| (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
26,087 (1) |
| (6) | Shared voting power
0 | |
| (7) | Sole dispositive power
26,087 (1) | |
| (8) | Shared dispositive power
0 |
| (9) | Aggregate amount beneficially owned by each reporting person
26,087 (1) |
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]
|
| (11) | Percent of class represented by amount in Row (9)
<1% (2) |
| (12) | Type of reporting person (see instructions)
OO |
| (1) | Represents shares of common stock issuable upon the exercise of outstanding warrants. |
| (2) | Based on 35,060,283 shares of common stock outstanding on December 19, 2017, as disclosed by the Issuer in its Registration Statement on Form S-1 filed December 20, 2017, plus 26,087 shares of common stock issuable upon the exercise of warrants held by the Reporting Person. |
| CUSIP No. 92686J 106 | SCHEDULE 13G | Page 4 of 9 Pages |
| (1) | Names of reporting persons
Daron Evans |
| (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
26,087 (1) |
| (6) | Shared voting power
0 | |
| (7) | Sole dispositive power
26,087 (1) | |
| (8) | Shared dispositive power
0 |
| (9) | Aggregate amount beneficially owned by each reporting person
26,087 (1) |
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]
|
| (11) | Percent of class represented by amount in Row (9)
<1% (2) |
| (12) | Type of reporting person (see instructions)
IN |
| (1) | Represents shares of common stock issuable upon the exercise of outstanding warrants. |
| (2) | Based on 35,060,283 shares of common stock outstanding on December 19, 2017, as disclosed by the Issuer in its Registration Statement on Form S-1 filed December 20, 2017, plus 26,087 shares of common stock issuable upon the exercise of warrants held by the Reporting Person. |
| CUSIP No. 92686J 106 | SCHEDULE 13G | Page 5 of 9 Pages |
| (1) | Names of reporting persons
Sarah Evans |
| (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
26,087 (1) |
| (6) | Shared voting power
0 | |
| (7) | Sole dispositive power
26,087 (1) | |
| (8) | Shared dispositive power
0 |
| (9) | Aggregate amount beneficially owned by each reporting person
26,087 (1) |
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [ ]
|
| (11) | Percent of class represented by amount in Row (9)
<1% (2) |
| (12) | Type of reporting person (see instructions)
IN |
| (1) | Represents shares of common stock issuable upon the exercise of outstanding warrants. |
| (2) | Based on 35,060,283 shares of common stock outstanding on December 19, 2017, as disclosed by the Issuer in its Registration Statement on Form S-1 filed December 20, 2017, plus 26,087 shares of common stock issuable upon the exercise of warrants held by the Reporting Person. |
| Item 1(a) | Name of Issuer: |
Viking Therapeutics, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
12340 El Camino Real, Suite 250
San Diego, CA 92130
| Item 2(a) | Name of Persons Filing: |
PoC Capital, LLC
The Evans Family Trust, dated January 28, 2016
Daron Evans
Sarah Evans
PoC Capital, LLC (“PoC”), The Evans Family Trust, dated January 28, 2016 (“Evans Trust”), Daron Evans (“D. Evans”) and Sarah Evans (“S. Evans”) are jointly filing this Statement of Beneficial Ownership on Schedule 13G to report their beneficial ownership of 26,087 shares of common stock of the Issuer issuable upon the exercise of outstanding warrants (the “Shares”). PoC holds all of such Shares directly. PoC is 100% owned by the Evans Trust, and D. Evans and S. Evans are the trustees of the Evans Trust. D. Evans is also the Managing Director of PoC and may be deemed to have beneficial ownership of the Shares by virtue of his position.
| Item 2(b) | Address of Principal Business Office or, if None, Residence: |
2995 Woodside Rd., Suite 400-121, Woodside, CA 94062, Attn: Daron Evans
| Item 2(c) | Citizenship: |
| PoC: | California | |
| Evans Trust: | United States | |
| D. Evans: | United States | |
| S. Evans: | United States |
| Item 2(d) | Title of Class of Securities: |
Common Stock, $0.00001 par value
| Item 2(e) | CUSIP Number: |
92686J 106
| 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. | |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Act. | |
| (c) | [ ] | Insurance company as defined in Section 3(a)(19) of the Act. | |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940. | |
| (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 association 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. | |
| (j) | [ ] | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | |
| (k) | [ ] | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4 | Ownership. |
The information set forth in Items 5 through 11 of the cover pages of each of PoC and Evans is incorporated herein by reference.
| 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 five percent of the class of securities, check the following [X].
| Item 6 | Ownership of More than Five 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.
| Exhibits | Joint Filing Agreement, dated January 4, 2018, by and between PoC Capital, LLC, The Evans Family Trust, dated January 28, 2016, Daron Evans and Sarah Evans. |
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.
| Dated: January 4, 2018 | PoC Capital, LLC | |
| By: | /s/ Daron Evans | |
| Name: | Daron Evans | |
| Title: | Managing Director | |
| Dated: January 4, 2018 | The Evans Family Trust, dated January 28, 2016 | |
| By: | /s/ Daron Evans | |
| Name: | Daron Evans | |
| Title: | Trustee | |
| By: | /s/ Sarah Evans | |
| Name: | Sarah Evans | |
| Title: | Trustee | |
| Dated: January 4, 2018 | /s/ Daron Evans | |
| Daron Evans | ||
| Dated: January 4, 2018 | /s/ Sarah Evans | |
| Sarah Evans | ||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, along with any amendments thereto that may be required, and have duly executed this joint filing agreement as of the date set forth below.
| Dated: January 4, 2018 | PoC Capital, LLC | |
| By: | /s/ Daron Evans | |
| Name: | Daron Evans | |
| Title: | Managing Director | |
| Dated: January 4, 2018 | The Evans Family Trust, dated January 28, 2016 | |
| By: | /s/ Daron Evans | |
| Name: | Daron Evans | |
| Title: | Trustee | |
| By: | /s/ Sarah Evans | |
| Name: | Sarah Evans | |
| Title: | Trustee | |
| Dated: January 4, 2018 | /s/ Daron Evans | |
| Daron Evans | ||
| Dated: January 4, 2018 | /s/ Sarah Evans | |
| Sarah Evans | ||