Statement of Ownership (sc 13g)
August 04 2017 - 3:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
BIOPTIX, INC.
(Name of
Issuer)
Common Stock, no par value
(Title of Class of
Securities)
09074N101
(CUSIP Number)
July 20, 2017
(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).
SCHEDULE 13G
1
|
Names of Reporting Persons
Northurst Inc.
I.R.S Identification No.
of Above Person (Entities Only)
None.
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b)
[x] joint filers
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of
Organization
Canada
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
6
|
Shared Voting Power
538,711
(1)
|
7
|
Sole Dispositive Power
|
8
|
Shared Dispositive Power
538,711
(1)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
538,711
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[x] Excludes 261,289 shares of Common Stock issuable upon exercise of
outstanding warrants, which contain a 9.99% beneficial ownership
limitation.
|
11
|
Percent of class represented by
amount in row (9)
9.99
(2)
|
12
|
Type of Reporting Person (See
Instructions)
CO
|
(1) Jakub Malczewski is the President and sole voting
shareholder of Northurst Inc. and as such may exercise voting and dispositive
power over these shares.
(2) 5,392,503 shares of Bioptix, Inc. were
outstanding as of July 14
th
, 2017, as reported on its Registration
Statement on Form S-3 (Amendment No. 1) filed with the SEC on July 19, 2017.
Northurst Inc. beneficially owns 400,000 shares of Common Stock and 138,711
shares of Common Stock issuable upon exercise of outstanding warrants. Excludes
261,289 shares of Common Stock issuable upon exercise of outstanding warrants,
which contain a 9.99% beneficial ownership limitation.
Page 2 of 7
SCHEDULE 13G
1
|
Names of Reporting Persons
Jakub Malczewski
I.R.S Identification No.
of Above Person (Entities Only)
|
2
|
Check the appropriate box if a
member of a Group (see instructions)
(a) [ ]
(b)
[x] joint filers
|
3
|
Sec Use Only
|
4
|
Citizenship or Place of
Organization
Quebec, Canada
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
6
|
Shared Voting Power
538,711
(1)
|
7
|
Sole Dispositive Power
|
8
|
Shared Dispositive Power
538,711
(1)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
538,711
|
10
|
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions)
[x] Excludes 261,289 shares of Common Stock issuable upon exercise of
outstanding warrants, which contain a 9.99% beneficial ownership
limitation.
|
11
|
Percent of class represented by amount in
row (9)
9.99
(2)
|
12
|
Type of Reporting Person (See
Instructions)
IN
|
(1) Jakub Malczewski is the President and sole voting
shareholder of Northurst Inc. and as such may exercise voting and dispositive
power over these shares.
(2) 5,392,503 shares of Bioptix, Inc. were
outstanding as of July 14
th
, 2017, as reported on its Registration
Statement on Form S-3 (Amendment No. 1) filed with the SEC on July 19, 2017.
Northurst Inc. beneficially owns 400,000 shares of Common Stock and 138,711
shares of Common Stock issuable upon exercise of outstanding warrants. Excludes
261,289 shares of Common Stock issuable upon exercise of outstanding warrants,
which contain a 9.99% beneficial ownership limitation.
Page 3 of 7
Item 1.
(a)
|
Name of Issuer:
Bioptix, Inc.
|
|
|
(b)
|
Address of Issuers Principal Executive
Offices:
|
|
|
|
1775 38
th
Street Boulder, Colorado
80301
|
Item 2.
(a)
|
Name of Person Filing:
|
|
|
|
This Schedule 13G is being filed jointly by Northurst
Inc. and Jakub Malczewski (each individually a Reporting Person and
collectively the Reporting Persons).
|
|
|
|
The Reporting Persons have entered into a Joint Filing
Agreement, a copy of which is filed with this Schedule 13G as
Exhibit
1.
Pursuant to the Joint Filing Agreement, the Reporting Persons have
agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k)(1) under the Act.
|
|
|
(b)
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
|
The address of the principal business office of Northurst
Inc. is 118 Cragmore Ave Point-Claire Quebec, Canada H9R 5M1.
|
|
|
|
The address of the principal business office of Jakub
Malczewski is 118 Cragmore Ave Point-Claire Quebec, Canada H9R
5M1.
|
|
|
(c)
|
Citizenship:
|
|
|
|
Northurst Inc. was formed under the laws of Canada. Mr.
Jakub Malczewski is a citizen of Canada.
|
|
|
(d)
|
Title and Class of Securities:
|
|
|
|
Common Stock, no par value (the Common Stock)
|
|
|
(e)
|
CUSIP No.:
|
|
|
|
The Issuers CUSIP Number is 09074N101. The Issuers
former CUSIP Number was 92262A206.
|
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:
|
Page 4 of 7
|
(a)
|
[_]
|
Broker or dealer registered under Section 15 of
the Act;
|
|
|
|
|
|
(b)
|
[_]
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
[_]
|
Insurance company as defined in Section
3(a)(19) of the Act;
|
|
|
|
|
|
(d)
|
[_]
|
Investment company registered under Section 8
of the Investment Company Act of 1940;
|
|
|
|
|
|
(e)
|
[_]
|
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
[_]
|
An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
[_]
|
A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
[_]
|
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(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;
|
|
|
|
|
|
(j)
|
[_]
|
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
[_]
|
Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
|
(a)
|
Amount Beneficially
Owned:
|
|
Northurst Inc.:
|
538,711
|
|
Jakub Malczewski:
|
538,711
|
(b)
|
Percent of
Class:
|
|
|
Northurst Inc.:
|
9.99%
|
|
Jakub Malczewski:
|
9.99%
|
(c)
|
Number of shares as to which such
person has:
|
|
(i)
|
Sole power to vote or to direct
the vote:
|
|
|
Northurst Inc.:
|
0
|
|
|
Jakub Malczewski:
|
0
|
|
(ii)
|
Shared power to vote or to direct
the vote:
|
|
|
Northurst Inc.:
|
538,711
|
|
|
Jakub Malczewski:
|
538,711
|
|
(iii)
|
Sole power to dispose or to direct
the disposition of:
|
|
|
Northurst Inc.:
|
0
|
|
|
Jakub Malczewski:
|
0
|
Page 5 of 7
|
(iv)
|
Shared power to dispose or to
direct the disposition of:
|
|
|
|
|
|
|
Northurst Inc.:
|
538,711
|
|
|
Jakub Malczewski:
|
538,711
|
Jakub Malczewski is the President and sole voting shareholder
of Northurst Inc. and as such may exercise voting and dispositive power over
these shares. Northurst Inc. beneficially owns 400,000 shares of Common Stock
and 138,711 shares of Common Stock issuable upon exercise of outstanding
warrants. Excludes 261,289 shares of Common Stock issuable upon exercise of
outstanding warrants, which contain a 9.99% beneficial ownership limitation.
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 [ ].
Item 6.
|
Ownership of more than Five Percent on
Behalf of Another Person.
|
Not Applicable.
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.
Item 8.
|
Identification and classification of members
of the group.
|
Not applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
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.
Exhibits:
Exhibit 1*
|
Joint Filing Agreement
|
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.
Dated: August 3
rd
, 2017
|
NORTHURST INC.
|
|
|
|
|
By:
|
/s/ Jakub Malczewski
|
|
|
Name: Jakub Malczewski
|
|
|
Title: President
|
|
|
|
|
|
|
|
By:
|
/s/ Jakub Malczewski
|
|
|
Name: Jakub Malczewski
|
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 6 of 7
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule
13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the
undersigned agree to the joint filing of a Statement on Schedule 13G (including
any and all amendments thereto) with respect to the Common Stock, no par value
per share, of Bioptix, Inc., and further agree 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 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 him or it therein, but shall not be responsible for the completeness
and accuracy of the information concerning the others, except to the extent that
he or it knows or has reason to believe that such information is accurate.
Dated: August 3
rd
, 2017
|
NORTHURST INC.
|
|
|
|
|
By:
|
/s/ Jakub Malczewski
|
|
|
Name: Jakub Malczewski
|
|
|
Title: President
|
|
|
|
|
|
|
|
By:
|
/s/ Jakub Malczewski
|
|
|
Name: Jakub Malczewski
|
Page 7 of 7
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