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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Rein Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
05/04/2026 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Lynwood Capital Management Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Benjamin Shapiro | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Lynwood Opportunities Master Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Rein Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
12407 N. Mopac Expy., Suite 250, #390, Austin, TX, 78758 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G (this "Statement" or this "Schedule 13G") is being filed by: (1) Lynwood Capital Management Inc., an Ontario corporation (the "Investment Manager"); (2) Benjamin Shapiro ("Mr. Shapiro"); and (3) Lynwood Opportunities Master Fund, a Cayman Islands entity (the "Fund") (all of the foregoing, collectively, the "Reporting Persons"). The Fund is an investment vehicle. The Fund directly beneficially owns the Common Stock (as defined below) reported in this Statement. The Investment Manager is the investment manager of the Fund. Mr. Shapiro is the President, Chief Executive Officer, Chief Investment Officer, sole director and indirect controlling stockholder of the Investment Manager. Mr. Shapiro and the Investment Manager may be deemed to beneficially own the Common Stock directly beneficially owned by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any Common Stock other than the Common Stock directly beneficially owned by such Reporting Person. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of the Fund is FG Services Limited, Suite 2206, Cassia Court, 72 Market Street, Camana Bay, P.O. Box 30869, Grand Cayman KY1-1204, Cayman Islands. The principal business office of the Investment Manager and Mr. Shapiro is 200 Bay St, Suite 1304, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1. | |
| (c) | Citizenship:
For citizenship or place of organization see Item 4 of the cover page of each Reporting Person. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on May 4, 2026. | |
| (b) | Percent of class:
See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on 78,039,032 shares of Common Stock outstanding as of May 4, 2026 (after giving effect to the closing of an offering by the Issuer on such date) as reported by the Issuer in a Prospectus filed with the SEC on May 4, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 on the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page for each Reporting Person. | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Rein Therapeutics, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
Dated: May 8, 2026
Lynwood Capital Management Inc.
Lynwood Opportunities Master Fund
| By: | /s/ Benjamin Shapiro | |
| Name: | Benjamin Shapiro | |
| Title: | Authorized Signatory | |
| /s/ Benjamin Shapiro | ||
| Benjamin Shapiro | ||