Amended Shareholder Nomination Disclosure (sc 14n/a)
December 05 2016 - 9:01AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
SCHEDULE 14 N/A
(Amendment No. 1)
(Rule 240.14n-1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Bioptix, Inc. (formerly Venaxis,
Inc.)
(Name
of Issuer)
Common Stock, no par value
(Title
of Class of Securities)
92262A206
(CUSIP
Number)
Check
the appropriate box:
[_] Solicitation
pursuant to § 240.14a-2(b)(7)
[_] Solicitation
pursuant to § 240.14a-2(b)(8)
[_] Notice
of Submission of a Nominee or Nominees in Accordance with §
240.14a-11
[x] Notice
of Submission of a Nominee or Nominees in Accordance with
Procedures Set Forth Under Applicable State or Foreign Law, or the
Registrant's Governing Documents
--------
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.
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1
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NAME OF
REPORTING PERSONS:
Barry
Honig
GRQ
Consultants, Inc. 401(K)
GRQ
Consultants, Inc. Roth 401(K) F/ B/O Barry Honig
|
|
2
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MAILING
ADDRESS AND PHONE NUMBER OF EACH REPORTING PERSON (OR, WHERE
APPLICABLE, THE AUTHORIZED REPRESENTATIVE)
555
South Federal Highway #450
Boca
Raton, FL 33432
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3
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AMOUNT
OF SECURITIES HELD THAT ARE ENTITLED TO BE VOTED ON THE ELECTION OF
DIRECTORS HELD BY EACH REPORTING PERSON (AND, WHERE APPLICABLE,
AMOUNT OF SECURITIES HELD IN THE AGGREGATE BY THE NOMINATING
SHAREHOLDER GROUP), BUT INCLUDING LOANED SECURITIES AND NET OF
SECURITIES SOLD SHORT OR BORROWED FOR PURPOSES OTHER THAN A SHORT
SALE:
500,000
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4
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NUMBER
OF VOTES ATTRIBUTABLE TO THE SECURITIES ENTITLED TO BE VOTED ON THE
ELECTION OF DIRECTORS REPRESENTED BY AMOUNT IN ROW (3) (AND, WHERE
APPLICABLE, AGGREGATE NUMBER OF VOTES ATTRIBUTABLE TO THE
SECURITIES ENTITLED TO BE VOTED ON THE ELECTION OF DIRECTORS HELD
BY GROUP):
500,000
|
The
following constitutes the Schedule 14N filed by the undersigned
(the “Schedule 14N”).
Item 1(A). Name of Registrant
Bioptix, Inc.
(formerly Venaxis, Inc.)
Item 1(B). Address of Registrant's Principal Executive
Offices
The
address of the principal executive offices of the Issuer
is:
1585
South Perry Street
Castle
Rock, CO 80104
Item 2(A). Name of Person Filing
Barry
Honig
Item 2(B). Address or Principal Business Office or, if None,
Residence
555
South Federal Highway, #450
Boca
Raton, FL 33432
Item 2(C). Title of Class of Securities
Common
stock
Item 2(D). CUSIP No.
92262A206
Item 3. Ownership
|
(a)
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The
amount of securities held and entitled to be voted on the election
of directors by the Reporting Persons is as follows.
500,000
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(b)
|
All of
the foregoing securities disclosed by the Reporting Persons in (a)
of this Item 3 are voting securities. Pursuant to the
Issuer’s governing documents, each share of Common Stock is
entitled to one vote and therefore the number of shares of Common
Stock disclosed in (a) of this Item 3 represents the number of
votes attributable to such securities.
|
|
(c)-(d)
|
None of
the securities disclosed in this Schedule 14N have been loaned or
sold in a short sale that is not closed out, or that have been
borrowed for purposes other than a short sale.
|
|
(e)
|
The
aggregate voting stock owned by the Reporting Persons as set forth
in this Item 3 is 500,000, which constitutes approximately 11.10%
of the outstanding Common Stock of the Issuer. The aggregate voting
stock owned by the Reporting Persons and their affiliates as set
forth in this Item 3 is 500,000, which constitutes approximately
11.10% of the outstanding Common Stock of the Issuer.
|
Item 4. Statement of Ownership From a Nominating Shareholder or
Each Member of a Nominating Shareholder Group Submitting this
Notice Pursuant to § 240.14a-11
Not
applicable.
Item 5. Disclosure Required for Shareholder Nominations Submitted
Pursuant to § 240.14a-11
(a)-(d)
Not applicable
(e) To
the best of the nominating shareholder’s knowledge, the
nominee meets the directors qualifications set forth in the
registrant’s governing documents;
(f) To
the best of the nominating shareholder’s knowledge, each
nominee meets the objective criteria for “independence”
of the national securities exchange or national securities
association rules applicable to the registrant, if any, or in the
case of a registrant that is an investment company, the nominee is
not an “interested person” of the registrant as defined
in section 2(a)(19) of the Investment Company Act of
1940.
(g) Not
applicable
Item 6. Disclosure Required by § 240.14a-18
If a
nominating shareholder or nominating shareholder group is
submitting this notice in connection with the inclusion of a
shareholder nominee or nominees for director in the
registrant’s proxy materials pursuant to a procedure set
forth under applicable state or foreign law, or the
registrant’s governing documents provide the following
disclosure:
(a) The
nominee consents to be named in the registrant’s proxy
statement and form of proxy and, if elected, to serve on the
registrant’s board of directors;
(b)
a.
c/o
Reporting Person, 555 South Federal Highway, Suite 450, Boca Raton,
FL 33432
b.
Mr.
John O’Rourke
is an analyst and
investor who currently serves as Managing Member of ATG Capital
LLC, an investment fund focused on small and mid-cap growth
companies possessing distinct competitive advantages and superior
management teams. Mr. O'Rourke currently serves on the Board
of Directors of Customer Acquisition Network Inc., a leading global
performance based marketing company that reaches more than two
billion users per month. Mr. O’Rourke formerly served
on the Board of Directors of Rant, Inc., an innovator in U.S.
digital media, prior to its sale to a Nasdaq listed company. He was
formerly CFO of Fidelity Property Group, a real estate development
company with a focus in California. He received his Bachelor of
Science in Accounting with Honors from the University of Maryland
and a Master of Science in Finance from George Washington
University.
c.
There
are no family relationships between this nominee and any director
or executive officer of the Company.
d.
No
involvement in any legal proceedings (10 years).
e.
This
nominee’s security ownership of the Company is as
follows:
|
Title of Class
|
Amount
and Nature of Beneficial Ownership
|
Percent of Class
|
|
Common Stock
|
20,470
Shares (1)
|
.45%(2)
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(1)
Represents
20,470 shares of common stock held by ATG Capital LLC
(“ATG”). Mr. O’Rourke is the sole manager and
member of ATG and in such capacity holds voting and dispositive
power over the securities held by ATG.
(2)
Calculated
based on 4,503,971 shares of common stock outstanding as of
November 11, 2016.
f.
There
were no related party transactions between this nominee and the
Company.
a.
c/o
Reporting Person, 555 South Federal Highway, Suite 450, Boca Raton,
FL 33432
b.
Mr. Michael Bernardino Galloro, CA, CPA has been
the Chief Executive Officer, President and Chief Financial Officer
of Goldstream Minerals Inc. since December 2015 and a director of
Goldstream Minerals Inc. since April 2013. He serves as the Chief
Financial Officer of Yangaroo Inc. He serves as the Chief Financial
Officer and Director for private and publicly listed companies
operating abroad. He served as an Interim Chief Financial
Officer
of Alberta
Oilsands Inc. from July 2012 to February 2016. Mr. Galloro served
as Director, Chief Executive Officer, President and Chief Financial
Officer of Black Sparrow Capital Corp, from 2011 to 2014. He
continues to serve as as Interim Chief Financial Officer of
Yangaroo Inc. since November 2010. He is a Founding Member of ALOE
Financial Inc., a financial consulting and transaction advisory
firm, established in 2010. He has been an Independent Director of
Santa Maria Petroleum Inc. since May 2014. He is a Chartered
Professional Accountants having earned his designation while
working for KPMG LLP. Mr. Galloro obtained his Honours Bachelor of
Accounting in 1998 from Brock University.
c.
There
are no family relationships between this nominee and any director
or executive officer of the Company.
d.
No
involvement in any legal proceedings (10 years).
e.
This
nominee’s security ownership of the Company is as follows: No
ownership.
f.
There
were no related party transactions between this nominee and the
Company.
a.
c/o
Reporting Person, 555 South Federal Highway, Suite 450, Boca Raton,
FL 33432
b.
Mr.
Mike Dai has been an associate with ALOE Finance Inc., a financial
consulting and transaction advisory firm since 2012. Prior to his
involvement with ALOE Finance, Mr. Dai held various roles at Grant
Thornton LLP, an audit, tax and advisory firm between 2007 and
2012. Mr. Dai also serves as chief financial officer and director
of Santa Maria Petroleum Inc. (TSXV:SMQ.H), a position he has held
since 2014.
c. There
are no family relationships between this nominee and any director
or executive officer of the Company.
d.
No
involvement in any legal proceedings (10 years).
e.
This
nominee’s security ownership of the Company is as follows: No
ownership.
f.
There
were no related party transactions between this nominee and the
Company.
(c)
– (d)
a.
555
South Federal Highway, #450, Boca Raton, FL 33432
b.
Mr. Barry Honig has been Co-Chairman of the Board of Directors and
Chief Executive Officer of Majesco Entertainment Company since
September 2015. Mr. Honig has been President of GRQ Consultants,
Inc., since January 2004, where he is a private investor and
consultant to early stage companies. Mr. Honig is a founder and
Director of Pershing Gold (PGLC), a NASDAQ listed development stage
gold company, since September 2010.
Since 2015, Mr. Honig
has served as a Director of
Levon
Resources Ltd., a mineral resource company (LVNVF). Mr. Honig was
the Founder/Co-Chairman of InterCLICK, Inc. (ICLK), a NASDAQ listed
internet advertiser from 2007 until its sale to Yahoo! Inc. in
2011. Mr. Honig served as Co-Chairman of Chromadex Corporation
(CDXC), a natural products company, from 2011 to 2015. Mr. Honig
graduated from George Washington University in 1993 with a BA in
Business Administration.
c.
There
are no family relationships between this nominee and any director
or executive officer of the Company.
d.
No
involvement in any legal proceedings (10 years).
e.
This
nominee’s security ownership of the Company is as
follows:
|
Title of Class
|
Amount and Nature of Beneficial Ownership
|
Percent of Class
|
|
Common Stock
|
500,000 Shares (1)
|
11.10%(2)
|
(1)
Represents
(i) 439,585 shares of common stock held by GRQ Consultants, Inc.
401K (“401K”) and (ii) 30,600 shares of common stock
held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig
(“Roth 401K”). Mr. Honig is the trustee of 401K and
Roth 401K in such capacity holds voting and dispositive power over
the securities held by such entities.
(2)
Calculated
based on 4,503,971 shares of common stock outstanding as of
November 11, 2016.
f.
There
were no related party transactions between this nominee and the
Company.
(e) Not
applicable.
(f) Not
applicable.
Item 7. Notice of Dissolution of Group or Termination of
Shareholder Nomination
Not applicable.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies
that information set forth in this notice on Schedule 14N is
true, complete and correct.
/s/ Barry Honig
Barry
Honig
Bioptix, Inc. (NASDAQ:BIOP)
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