SEC FORM D 1/17/18, 9(54 PM The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. The reader should not assume that the information is accurate and complete. UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL Washington, D.C. 20549 FORM D OMB Number: 32350076 Estimated average burden hours per response: Notice of Exempt Offering of Securities 4.00 1. Issuer's Identity Previous Names CIK (Filer ID Number) X None Entity Type 0001503545 X Corporation Name of Issuer Discgenics, Inc. Jurisdiction of Incorporation/Organization DELAWARE Year of Incorporation/Organization Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify) Over Five Years Ago X Within Last Five Years (Specify Year) 2007 Yet to Be Formed 2. Principal Place of Business and Contact Information Name of Issuer Discgenics, Inc. Street Address 1 1564 VANCE AVENUE City MEMPHIS Street Address 2 State/Province/Country TENNESSEE ZIP/PostalCode 38104 Phone Number of Issuer 901-333-1357 3. Related Persons Last Name Duntsch, M.D., Ph.D. Street Address 1 1564 Vance Avenue City Memphis First Name Christopher Street Address 2 Middle Name D. State/Province/Country TENNESSEE ZIP/PostalCode 38104 Relationship: X Executive Officer X Director Promoter https://www.sec.gov/Archives/edgar/data/1503545/000150354510000001/xslFormDX01/primary_doc.xml Page 1 of 7 SEC FORM D 1/17/18, 9(54 PM Clarification of Response (if Necessary): Last Name Flanagan Street Address 1 3595 E. Ridgeway Drive City Kamas First Name J. Street Address 2 Middle Name Flagg State/Province/Country UTAH ZIP/PostalCode 84036 Relationship: X Executive Officer X Director Promoter Clarification of Response (if Necessary): Last Name Foley, M.D. Street Address 1 9460 Inglewood Cove City Germantown First Name Kevin Street Address 2 Middle Name T. State/Province/Country TENNESSEE ZIP/PostalCode 38139 Relationship: X Executive Officer X Director Promoter Clarification of Response (if Necessary): Last Name Cohen Street Address 1 1500 Broadway City New York Relationship: First Name Mark Street Address 2 12th Floor State/Province/Country NEW YORK Executive Officer X Director Middle Name S. ZIP/PostalCode 10036 Promoter Clarification of Response (if Necessary): Last Name Ziskind Street Address 1 8046 N. Brother Blvd. City Bartlett First Name Greg Street Address 2 Middle Name A. State/Province/Country TENNESSEE ZIP/PostalCode 38133 Relationship: X Executive Officer Director Promoter Clarification of Response (if Necessary): Last Name First Name Middle Name https://www.sec.gov/Archives/edgar/data/1503545/000150354510000001/xslFormDX01/primary_doc.xml Page 2 of 7 SEC FORM D 1/17/18, 9(54 PM Moffat Street Address 1 4728 Spottswood Avenue City Memphis Mike Street Address 2 #323 State/Province/Country TENNESSEE Relationship: X Executive Officer Director ZIP/PostalCode 38117 Promoter Clarification of Response (if Necessary): 4. Industry Group Health Care Agriculture Banking & Financial Services Commercial Banking X Biotechnology Health Insurance Insurance Retailing Restaurants Technology Hospitals & Physicians Computers Pharmaceuticals Telecommunications Other Health Care Other Technology Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No Other Banking & Financial Services Business Services Manufacturing Real Estate Airlines & Airports Commercial Lodging & Conventions Construction Tourism & Travel Services REITS & Finance Residential Energy Travel Other Travel Other Other Real Estate Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas Other Energy 5. Issuer Size Revenue Range X No Revenues $1 - $1,000,000 OR Aggregate Net Asset Value Range No Aggregate Net Asset Value $1 - $5,000,000 $1,000,001 https://www.sec.gov/Archives/edgar/data/1503545/000150354510000001/xslFormDX01/primary_doc.xml Page 3 of 7 SEC FORM D $5,000,000 $5,000,001 $25,000,000 $25,000,001 $100,000,000 1/17/18, 9(54 PM $5,000,001 - $25,000,000 $25,000,001 - $50,000,000 $50,000,001 - $100,000,000 Over $100,000,000 Over $100,000,000 Decline to Disclose Decline to Disclose Not Applicable Not Applicable 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 504 (b)(1)(i) Rule 505 X Rule 506 Rule 504 (b)(1)(ii) Securities Act Section 4(5) Rule 504 (b)(1)(iii) Investment Company Act Section 3(c) Section 3(c)(1) Section 3(c)(9) Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7) 7. Type of Filing X New Notice Date of First Sale 2010-08-16 First Sale Yet to Occur Amendment 8. Duration of Offering Does the Issuer intend this offering to last more than one year? Yes X No 9. Type(s) of Securities Offered (select all that apply) X Equity Debt Option, Warrant or Other Right to Acquire Another Security Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Pooled Investment Fund Interests Tenant-in-Common Securities Mineral Property Securities Other (describe) https://www.sec.gov/Archives/edgar/data/1503545/000150354510000001/xslFormDX01/primary_doc.xml Page 4 of 7 SEC FORM D 1/17/18, 9(54 PM 10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No Clarification of Response (if Necessary): 11. Minimum Investment Minimum investment accepted from any outside investor $0 USD 12. Sales Compensation Recipient Recipient CRD Number X None NA None (Associated) Broker or Dealer X None (Associated) Broker or Dealer CRD Number None Street Address 1 NA None Street Address 2 NA City State/Province/Country NA Unknown State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States X None ZIP/Postal Code NA Foreign/non-US ILLINOIS LOUISIANA TENNESSEE TEXAS 13. Offering and Sales Amounts Total Offering Amount Total Amount Sold $4,000,000 USD or Indefinite $870,000 USD Total Remaining to be Sold $3,130,000 USD or Indefinite Clarification of Response (if Necessary): 14. Investors Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. Regardless of whether securities in the offering have been or may be sold to persons who do not https://www.sec.gov/Archives/edgar/data/1503545/000150354510000001/xslFormDX01/primary_doc.xml 8 Page 5 of 7 SEC FORM D 1/17/18, 9(54 PM qualify as accredited investors, enter the total number of investors who already have invested in the offering: 15. Sales Commissions & Finder's Fees Expenses Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount. Sales Commissions $0 USD Estimate Finders' Fees $0 USD Estimate Clarification of Response (if Necessary): 16. Use of Proceeds Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount. $0 USD Estimate Clarification of Response (if Necessary): Signature and Submission Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice. Terms of Submission In submitting this notice, each issuer named above is: Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.* Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed. Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii). Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person. https://www.sec.gov/Archives/edgar/data/1503545/000150354510000001/xslFormDX01/primary_doc.xml Page 6 of 7 SEC FORM D 1/17/18, 9(54 PM For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature. Issuer Discgenics, Inc. Signature /s/ J. Flagg Flanagan Name of Signer J. Flagg Flanagan Title Chief Executive Officer Date 2010-10-20 Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. * This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority. https://www.sec.gov/Archives/edgar/data/1503545/000150354510000001/xslFormDX01/primary_doc.xml Page 7 of 7