Major Monopar (MNPR) holder group drops below 5% after Tactic Pharma distribution

Rhea-AI Filing Summary

Tactic Pharma LLC and affiliated holders filed an amended Schedule 13D to report a major change in their Monopar Therapeutics ownership. Tactic Pharma now reports beneficial ownership of 0 shares and 0.0% of Monopar common stock after a liquidating, pro rata distribution of its holdings to its members on January 28, 2026.

Following this distribution, Chandler Robinson reports beneficial ownership of 307,370 shares, or 4.5% of the common stock, including 6,732 restricted stock units and 152,105 stock options that are exercisable or will vest within 60 days. Michael Brown reports 124,629 shares, or 1.8%, including 18,878 stock options. Percentages are based on 6,682,584 shares outstanding as of September 30, 2025. As of January 28, 2026, the reporting group no longer owns more than five percent of Monopar’s common stock, and this amendment is designated as their exit filing.

Insights

Equity ownership & disclosure analyst

Large Monopar holder restructures its stake, ending >5% group status.

The filing shows Tactic Pharma LLC has fully exited its beneficial ownership in Monopar Therapeutics by making a liquidating, pro rata distribution of its Monopar shares to its members on January 28, 2026. This changes how ownership is concentrated and reported.

Post-distribution, Chandler Robinson reports 307,370 shares, or 4.5% of the common stock, and Michael Brown reports 124,629 shares, or 1.8%. These figures include equity awards that are exercisable or vest within 60 days. The company’s outstanding share count is 6,682,584 as of September 30, 2025.

Because the group no longer exceeds the 5% threshold, this amendment is labeled as a final “exit filing.” Future ownership changes by these individuals or entities would likely be reported under different beneficial ownership thresholds or forms, depending on their positions and holdings at later dates.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

01/28/2026

(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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

REPORTING PERSON CONDUCTED A LIQUIDATING, PRO RATA DISTRIBUTION OF ISSUER STOCK TO ITS MEMBERS ON JANUARY 28, 2026.

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 307,370.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 307,370.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

307,370.00

12

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

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

SOLE VOTING AND DISPOSITIVE POWER AND AGGREGATE AMOUNT INCLUDES 6,732 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

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 124,629.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 124,629.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

124,629.00

12

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

13

Percent of class represented by amount in Row (11)

1.8 %

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. 3 ("Amendment No. 3") 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 Amendment No. 2 filed on September 24, 2025, the "Schedule 13D") by Tactic Pharma LLC ("Tactic Pharma"), Chandler Robinson 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. 3 shall have the meanings set forth in the Initial Schedule 13D. This Amendment No. 3 amends Item 1 and 5 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 6,682,584 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 and filed with the Securities Exchange Commission on November 13, 2025.
(b)	Refer to the cover pages. All percentages are calculated based on 6,682,584 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 and filed with the Securities Exchange Commission on November 13, 2025.
(c)	On January 28, 2026, Tactic Pharma conducted a liquidating, pro rata distribution of holdings of the Issuer's Common Stock to its members.
(d)	Not applicable.
(e)	As a result of the distribution described in Item 5(c) above, as of January 28, 2026, each of the Reporting Persons ceased to the beneficial owner of more than five percent of the Common Stock. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

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:	01/30/2026

Robinson Chandler

Signature:	/s/ Chandler Robinson
Name/Title:	Chandler Robinson
Date:	01/30/2026

Brown Michael J

Signature:	/s/ Michael Brown
Name/Title:	Michael Brown
Date:	01/30/2026

FAQ

What change in ownership does this Monopar (MNPR) Schedule 13D/A report?

The amendment reports that the reporting group no longer owns over 5% of Monopar common stock. Tactic Pharma LLC distributed its Monopar shares to members, reducing group ownership below the 5% reporting threshold and converting this Schedule 13D/A into an exit filing.

How many Monopar (MNPR) shares does Tactic Pharma LLC now beneficially own?

Tactic Pharma LLC now reports beneficial ownership of 0 Monopar shares, or 0.0% of the class. This follows a liquidating, pro rata distribution of all its Monopar common stock holdings to its members on January 28, 2026, eliminating its reportable stake.

What is Chandler Robinson’s Monopar (MNPR) stake after the distribution?

Chandler Robinson reports beneficial ownership of 307,370 Monopar shares, or 4.5% of the common stock. This figure includes 6,732 restricted stock units and 152,105 stock options that are currently exercisable or will vest and become exercisable within 60 days.

What is Michael Brown’s Monopar (MNPR) ownership according to this filing?

Michael Brown reports beneficial ownership of 124,629 Monopar shares, representing 1.8% of the common stock. His reported holdings include 18,878 stock options that are currently exercisable, contributing to his total beneficial ownership percentage disclosed here.

On what share count are the Monopar (MNPR) ownership percentages based?

The ownership percentages are based on 6,682,584 Monopar common shares outstanding. This share count comes from Monopar’s Form 10-Q for the quarter ended September 30, 2025, which the reporting persons use to calculate their beneficial ownership percentages in this amendment.

Why is this Monopar (MNPR) Schedule 13D/A labeled an exit filing?

It is an exit filing because the reporting persons no longer beneficially own over 5% of Monopar’s common stock. After Tactic Pharma’s liquidating distribution, the group’s combined holdings fell below the 5% threshold that requires ongoing Schedule 13D reporting.