SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on September 9, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
AntriaBio, Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
037230208
(CUSIP Number)
April 1, 2014
(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 persons 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 in 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. 037230208 |
| 1. | NAMES OF REPORTING PERSONS
Alpha Advisors, LLC (AA) |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ¨ (b) x Not Applicable |
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| 3. | SEC USE ONLY
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
As of April 1, 2014, AA beneficially owned 13,846,153.846 Common Shares of which 12,692,307.692 Common Shares were directly owned by Alpha Venture Capital Partners, L.P. (AVCP) and 1,153,846.154 Common Shares were directly owned by Alpha Venture Capital Fund, L.P. (AVCF). Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. As a result, as of the date of filing of this Schedule 13G, AA beneficially owned 2,307,694 Common Shares, of which 2,115,386.168 Common Shares were directly owned by AVCP and 192,307.832 Common Shares were directly owned by AVCF.
Pursuant to the constituent agreements of AVCP and AVCF, AA, as investment advisor of AVCP and AVCF, has the exclusive power to make all investment decisions on behalf of AVCP and AVCF. This power includes the power to vote the Common Shares. As a party in direct control of AA, Carl Dockery (Dockery) may be deemed to have voting power of the Common Shares. However, Dockery disclaims beneficial ownership of the Common Shares. |
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| 6. | SHARED VOTING POWER
As of April 1, 2014, none. As of the date of filing of this Schedule 13G, none. |
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| 7. | SOLE DISPOSITIVE POWER
As of April 1, 2014, 13,846,153.846 Common Shares of which 12,692,307.692 were directly owned by AVCP and 1,153,846.154 were directly owned by AVCF. Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. As a result, as of the date of filing of this Schedule 13G, AA beneficially owned 2,307,694 Common Shares, of which 2,115,386.168 were directly owned by AVCP and 192,307.832 were directly owned by AVCF.
Pursuant to the constituent agreements of AVCP and AVCF, AA, as investment advisor of AVCP and AVCF, has the exclusive power to make all investment decisions on behalf of AVCP and AVCF. This power includes the power to dispose of the Common Shares. As a party in direct control of AA, Dockery may be deemed to have dispositive power of the Common Shares. However, Dockery disclaims beneficial ownership of the Common Shares. |
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| 8. | SHARED DISPOSITIVE POWER
As of April 1, 2014, none. As of the date of filing of this Schedule 13G, none. |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,846,153.846 Common Shares as of April 1, 2014. Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. 2,307,694 as of the date of filing of this Schedule 13G. |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ¨
Not Applicable |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) As of April 1, 2014: 13.45%.
12.76% as of the date of filing of this Schedule 13G |
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| 12. | TYPE OF REPORTING PERSON (See instructions)
IA |
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| CUSIP NO. 037230208 |
| 1. | NAMES OF REPORTING PERSONS
Alpha Venture Capital Partners, L.P. (AVCP) |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ¨ (b) x Not Applicable |
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| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
As of April 1, 2014, none. As of the date of filing of this Schedule 13G, none. |
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| 6. | SHARED VOTING POWER
As of April 1, 2014, AVCP beneficially owned 12,692,307.692 Common Shares, all of which were directly owned by AVCP. Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. As a result, as of the date of filing of this Schedule 13G, AVCP beneficially owned 2,115,386.168 Common Shares, all of which were directly owned by AVCP.
Pursuant to the constituent agreement of AVCP, Alpha Advisors, LLC (AA), as investment advisor of AVCP, has the exclusive power to make all investment decisions on behalf of AVCP. This power includes the power to vote the Common Shares. As a party in direct control of AA, Dockery may be deemed to have voting power of the Common Shares. However, Dockery disclaims beneficial ownership of the Common Shares. |
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| 7. | SOLE DISPOSITIVE POWER
As of April 1, 2014, none. As of the date of filing of this Schedule 13G, none. |
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| 8. | SHARED DISPOSITIVE POWER
As of April 1, 2014, AVCP beneficially owned 12,692,307.692 Common Shares, all of which were directly owned by AVCP. Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. As a result, as of the date of filing of this Schedule 13G, AVCP beneficially owned 2,115,386.168 Common Shares, all of which were directly owned by AVCP.
Pursuant to the constituent agreement of AVCP, Alpha Advisors, LLC (AA), as investment advisor of AVCP, has the exclusive power to make all investment decisions on behalf of AVCP. This power includes the power to dispose of the Common Shares. As a party in direct control of AA, Dockery may be deemed to have dispositive power of the Common Shares. However, Dockery disclaims beneficial ownership of the Common Shares. |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,692,307.692 Common Shares as of April 1, 2014. Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. 2,115,386.168 as of the date of filing of this Schedule 13G. |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ¨
Not Applicable |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
As of April 1, 2014: 12.33%. 11.69% as of the date of filing of this Schedule 13G |
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| 12. | TYPE OF REPORTING PERSON (See instructions)
PN |
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| CUSIP NO. 037230208 |
| 1. | NAMES OF REPORTING PERSONS
Carl Dockery (Dockery) |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ¨ (b) x Not Applicable |
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| 3. | SEC USE ONLY
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
As of April 1, 2014, none. As of the date of filing of this Schedule 13G, none. |
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| 6. | SHARED VOTING POWER
As of April 1, 2014, Dockery indirectly beneficially owned 13,846,153.846 Common Shares of which 12,692,307.692 were directly owned by Alpha Venture Capital Partners, L.P. (AVCP) and 1,153,846.154 were directly owned by Alpha Venture Capital Fund, L.P. (AVCF). Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. As a result, as of the date of filing of this Schedule 13G, Dockery indirectly beneficially owned 2,307,694 Common Shares, of which 2,115,386.168 were directly owned by AVCP and 192,307.832 were directly owned by AVCF.
Pursuant to the constituent agreements of AVCP and AVCF, Alpha Advisors, LLC (AA), as investment advisor of AVCP and AVCF, has the exclusive power to make all investment decisions on behalf of AVCP and AVCF. This power includes the power to vote the Common Shares. As a party in direct control of AA, Dockery may be deemed to have voting power of the Common Shares. However, Dockery disclaims beneficial ownership of the Common Shares. |
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| 7. | SOLE DISPOSITIVE POWER
As of April 1, 2014, none. As of the date of filing of this Schedule 13G, none. |
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| 8. | SHARED DISPOSITIVE POWER
As of April 1, 2014, Dockery beneficially owned 13,846,153.846 Common Shares of which 12,692,307.692 were directly owned by AVCP and 1,153,846.154 were directly owned by AVCF. Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. As a result, as of the date of filing of this Schedule 13G, Dockery beneficially owned 2,307,694 Common Shares, of which 2,115,386.168 were directly owned by AVCP and 192,307.832 were directly owned by AVCF.
Pursuant to the constituent agreements of AVCP and AVCF, AA, as investment advisor of AVCP and AVCF, has the exclusive power to make all investment decisions on behalf of AVCP and AVCF. This power includes the power to dispose of the Common Shares. As a party in direct control of AA, Dockery may be deemed to have dispositive power of the Common Shares. However, Dockery disclaims beneficial ownership of the Common Shares. |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,846,153.846 Common Shares as of April 1, 2014. Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. 2,307,694 as of the date of filing of this Schedule 13G. |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions) ¨
Not Applicable |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
As of April 1, 2014: 13.45%. 12.76% as of the date of filing of this Schedule 13G |
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| 12. | TYPE OF REPORTING PERSON (See instructions)
IN |
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Item 1(a). Name of Issuer:
AntriaBio, Inc.
Item 1(b). Address of Issuers Principal Executive Offices:
890 Santa Cruz
Menlo Park, CA 94025
Item 2(a). Name of Person Filing:
The filers of this Schedule 13G report are Alpha Advisors, LLC (AA), Alpha Venture Capital Partners, L.P. (AVCP) and Carl Dockery (Dockery).
Item 2(b). Address of Principal Business Office, or if None, Residence:
The address of the principal business office of AA, AVCP and Dockery is:
2026 Crystal Wood Drive
Lakeland, FL 33801
Item 2(c). Citizenship:
AA is organized as a limited liability company under the laws of the State of Florida. AVCP is organized as a limited partnership under the laws of the State of Delaware. Dockery is a United States Citizen.
Item 2(d). Title of Class of Securities:
Common Shares, no par value (Common Shares)
Item 2(e). CUSIP Number:
037230208
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:
¨ An investment adviser in accordance with §240 13d-1(b)(1)(ii)(E);
¨ Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
Not applicable.
Item 4. Ownership
As of April 1, 2014, Dockery and AA owned beneficially 13,846,153.846 Common Shares, which represents 13.45% of Issuers 102,940,314 Common Shares outstanding as reported in Issuers Form 8-K filed May 1, 2014. Of such Common Shares, AVCP directly owned 6,346,153.846 Common Shares and warrants to purchase 6,346,153.846 Common Shares, and Alpha Venture Capital Fund, L.P. (AVCF) directly owned 576,923.077 Common Shares and warrants to purchase 576,923.077 Common Shares.
As of the date of filing of this Schedule 13G, the Dockery and AA owned beneficially 2,307,694 Common Shares, which represents 12.76% of Issuers 18,091,791 Common Shares outstanding, as reported in Issuers Registration Statement on Form S-1/A filed on June 25, 2014 and declared effective on July 1, 2014. Of such Common Shares, AVCP directly owned 1,057,693.084 Common Shares and warrants to purchase 1,057,693.084 Common Shares and AVCF directly owned 96,153.916 Common Shares and warrants to purchase 96,153.916 Common Shares. Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split.
AA, which makes all investment decisions on behalf of AVCP and AVCF, has sole dispository and voting power over the Common Shares. As a party in direct control of AA, Dockery may be deemed to have dispository and voting power of the Common Shares. Dockery disclaims beneficial ownership of the Common Shares.
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: ¨
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
AA is the investment advisor to AVCP and AVCF.
As of April 1, 2014 the AA and Dockery owned beneficially 13,846,153.846 Common Shares, which represents 13.45% of Issuers 102,940,314 Common Shares outstanding as reported in Issuers Form 8-K filed May 1, 2014. Of such Common Shares, AVCP directly owned 6,346,153.846 Common Shares and warrants to purchase 6,346,153.846 Common Shares and AVCF directly owned 576,923.077 Common Shares and warrants to purchase 576,923.077.
Between April 1, 2014 and the date of filing of this Schedule 13G, the Common Shares underwent a 1-for-6 reverse stock split. As a result, as of the date of filing of this Schedule 13G, AA and Dockery owned beneficially 2,307,694 Common Shares, which represents 12.76% of Issuers 18,091,791 Common Shares outstanding, as reported in Issuers Registration Statement on Form S-1/A filed on June 25, 2014 and declared effective on July 1, 2014. Of such Common Shares, AVCP directly owned 1,057,693.084 Common Shares and warrants to purchase 1,057,693.084 Common Shares and AVCF directly owned 96,153.916 Common Shares and warrants to purchase 96,153.916.
AA and Dockery do not directly receive dividends or proceeds of sale from Common Shares owned by AVCP or AVCF.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
AA is an investment adviser in accordance with §240 13d-1(b)(1)(ii)(E). Dockery is a parent holding company or control person. Dockery holds a majority of the outstanding membership interests of AA.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
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.
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.
Date: September 9, 2014
| Alpha Advisors, LLC | ||||||||||
| By: | /s/ Carl Dockery |
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| Name: | Carl Dockery | |||||||||
| Title: | Manager | |||||||||
| Alpha Venture Capital Partners, L.P. | ||||||||||
| By: | Alpha Venture Capital Management, LLC | |||||||||
| Title: | General Partner | |||||||||
| By: | /s/ Carl Dockery |
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| Name: | Carl Dockery | |||||||||
| Title: | Manager | |||||||||
| Carl Dockery | ||||||||||
| /s/ Carl Dockery |
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| Carl Dockery | ||||||||||
Exhibit A
JOINT FILING AGREEMENT FOR SCHEDULE 13G WITH RESPECT TO
ANTRIABIO, INC. COMMON SHARES
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dated: September 9, 2014
| Alpha Advisors, LLC | ||||||||||
| By: | /s/ Carl Dockery |
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| Name: | Carl Dockery | |||||||||
| Title: | Manager | |||||||||
| Alpha Venture Capital Partners, L.P. | ||||||||||
| By: | Alpha Venture Capital Management, LLC | |||||||||
| Title: | General Partner | |||||||||
| By: | /s/ Carl Dockery |
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| Name: | Carl Dockery | |||||||||
| Title: | Manager | |||||||||
| Carl Dockery | ||||||||||
| /s/ Carl Dockery |
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| Carl Dockery | ||||||||||