AntriaBio, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001
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(Title of Class of Securities)
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037230109
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(CUSIP Number)
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Konus Advisory Group
890 Santa Cruz Avenue
Menlo Park, CA 94025
(650)-847-1919
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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January 31, 2013
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 037230109 | 13D | Page 2 of 9 Pages |
1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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Konus Advisory Group, Inc. EIN #: 90-0790250
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
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3.
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SEC USE ONLY
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4. |
Source of funds (See Instructions) OO
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5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE VOTING POWER
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NUMBER OF
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None
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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4,000,000 shares of Common Stock
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OWNED BY
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9.
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SOLE DISPOSITIVE POWER
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EACH
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None
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REPORTING
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10.
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SHARED DISPOSITIVE POWER
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PERSON WITH:
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4,000,000 shares of Common Stock
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,000,000 shares of Common Stock
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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10%1
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14. |
TYPE OF REPORTING PERSON*
CO
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CUSIP No. 037230109 | 13D | Page 3of 9 Pages |
1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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Hoyoung Huh
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
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3.
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SEC USE ONLY
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4. |
Source of funds (See Instructions) OO
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5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States Citizen
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7.
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SOLE VOTING POWER
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NUMBER OF
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1,666,667
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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4,000,000 shares of Common Stock
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OWNED BY
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9.
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SOLE DISPOSITIVE POWER
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EACH
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1,666,667
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REPORTING
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10.
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SHARED DISPOSITIVE POWER
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PERSON WITH:
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4,000,000 shares of Common Stock
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,666,667 shares of Common Stock
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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13.6%2
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14. |
TYPE OF REPORTING PERSON*
IN
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CUSIP No. 037230109 | 13D | Page 4 of 9 Pages |
1.
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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Nevan Elam
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
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3.
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SEC USE ONLY
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4. |
Source of funds (See Instructions) OO
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5. |
Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States Citizen
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7.
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SOLE VOTING POWER
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NUMBER OF
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1,847,222
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SHARES
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8.
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SHARED VOTING POWER
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BENEFICIALLY
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4,000,000 shares of Common Stock
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OWNED BY
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9.
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SOLE DISPOSITIVE POWER
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EACH
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1,847,222
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REPORTING
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10.
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SHARED DISPOSITIVE POWER
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PERSON WITH:
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4,000,000 shares of Common Stock
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,847,222 shares of Common Stock
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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13.97%3
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14. |
TYPE OF REPORTING PERSON*
IN
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CUSIP No. 037230109 | 13D | Page 5 of 9 Pages |
Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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(a)
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This Statement is filed on behalf of: (i) Konus Advisory Group, Inc., a corporation organized and existing under the laws of the State of Delaware (“Konus”); (ii) Hoyoung Huh, a natural person; and (iii) Nevan Elam, a natural person. Dr. Huh, Mr. Elam and Konus are collectively referred to as the “Reporting Persons” and each as a “Reporting Person.” Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, except as otherwise provided in Rule 13d-1(k).
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(b)
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The principal address for the Reporting Persons is 890 Santa Cruz Avenue Menlo Park, CA 94025
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(c)
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Dr. Huh was appointed as a member of the Issuer’s board of directors with an effective date of such appointment of January 31, 2013. Mr. Elam was appointed to serve as a member of the Issuer’s board of directors and the Issuer’s Chief Executive Officer with an effective date of such appointment of January 31, 2013.
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(d)
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None of the Reporting Persons have been convicted in a criminal proceed (excluding traffic violations or similar misdemeanors) during the last five years.
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(e)
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During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Dr. Huh and Mr. Elam are United States Citizens.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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CUSIP No. 037230109 | 13D | Page 6 of 9 Pages |
Item 4.
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Purpose of Transaction.
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1.
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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2.
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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3.
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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4.
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Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;
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5.
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Any material change in the present capitalization or dividend policy of the Issuer;
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6.
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Any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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7.
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Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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8.
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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CUSIP No. 037230109 | 13D | Page 7 of 9 Pages |
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9.
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or
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Item 5.
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Interest in Securities of the Issuer.
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a.
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Dr. Huh beneficially owns an aggregate of 5,666,667 Shares. Dr. Huh’s holdings include: (a) 1,666,667 Shares which represents the exercisable portion of Dr. Huh’s Common Stock Option, exercisable within 60 days of January 30, 2013; and (b) 4,000,000 Shares indirectly held by Dr. Huh through his status as a significant stockholder, managing director and member of the board of directors of Konus. Mr. Elam beneficially owns an aggregate of 5,847,222 Shares. Mr. Elam’s beneficial holdings include: (a) 1,847,222 Shares which represents the exercisable portion of Mr. Elam’s Common Stock Option, exercisable within 60 days of January 30, 2013; and (b) 4,000,000 Shares indirectly held by Mr. Elam through his status as a significant stockholder, managing director and member of the board of directors of Konus. Konus beneficially owns 4,000,000 Shares. Dr. Huh’s holdings represent 13.6% of such outstanding Shares. Mr. Elam’s holdings represent 13.97% of such outstanding Shares. Konus’ holdings represent 10% of such outstanding Shares. Dr. Huh and Mr. Elam share voting and dispositive control over the Konus Shares. The percentage calculation for Konus is based upon 40,000,000 outstanding Shares as of the date of this Statement; the percentage calculation for Dr. Huh is based upon 41,666,667 outstanding Shares which includes the exercisable portion of Dr. Huh’s Common Stock Option; and the percentage calculation for Mr. Elam is based upon 41,847,222 outstanding Shares which includes the exercisable portion of Mr. Elam’s Common Stock Option.
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b.
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The following table sets forth the number of Shares as to which the respective Reporting Person has (i) the sole power to vote or direct the vote, (ii) shared power to vote or to direct the vote, (iii) sole power to dispose or to direct the disposition, or (iv) shared power to dispose or to direct disposition:
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Reporting Person
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Sole Voting Power
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Shared Voting Power
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Sole Dispositive Power
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Shared Dispositive Power
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Konus Advisory Group, Inc.
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0
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4,000,000
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0
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4,000,000
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Hoyoung Huh
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1,666,667
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4,000,000
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1,666,667
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4,000,000
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Nevan Elam
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1,847,222
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4,000,000
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1,847,222
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4,000,000
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c.
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The information contained in Items 3 and 4 above is hereby incorporated herein by reference in its entirety.
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d.
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The Reporting Persons do not know of any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Statement.
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e.
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Not applicable
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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CUSIP No. 037230109 | 13G | Page 8 of 9 Pages |
Item 7.
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Material to Be Filed as Exhibits.
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CUSIP No. 037230109 | 13D | Page 9 of 9 Pages |
Dated: February 8, 2013 | KONUS ADVISORY GROUP, INC. | |
By: | /s/ Nevan Elam | |
Nevan Elam
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Managing Director
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Dated: February 8, 2013 | HOYOUNG HUH | |
/s/ Hoyoung Huh | ||
Hoyoung Huh |
Dated: February 8, 2013 | NEVAN ELAM | |
/s/ Nevan Elam | ||
Nevan Elam |