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.
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*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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
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CUSIP No. 45782F105
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1.
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Names of Reporting Persons.
Christopher P. Prior
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2.
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Check the Appropriate Box if a Member of a
Group (See Instructions).
(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) PF
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5.
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Check Box if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization USA
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Number of Shares
Beneficially Owned by
Each
Reporting Person
With
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7.
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Sole
Voting Power 1,990,686 shares of Common Stock(1)
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8.
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Shared Voting Power None
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9.
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Sole Dispositive Power 1,990,686 shares of Common Stock(1)
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10.
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Shared Dispositive Power None
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,990,686 shares of Common Stock(1)
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12.
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Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount in Row (11) 7.2%(2)
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14.
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Type of Reporting Person (See Instructions)
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IN
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(1)
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Includes 1,990,686 shares of Common Stock that may
be acquired through the exercise of options exercisable
within 60 days of January 29, 2018.
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(2)
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This percentage is based upon 25,800,000 shares of
Common Stock outstanding as of January 29, 2018.
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Schedule 13D
Item 1.
Security and Issuer
This Statement on Schedule 13D
relates to common shares, $0.0001 par value per share (the “Shares”) of Innovate Biopharmaceuticals, Inc., a corporation
organized under the laws of the State of Delaware (the “Issuer”), having its principal place of business at 8480 Honeycutt
Road, Suite 120, Raleigh, North Carolina 27615.
Item 2.
Identity and Background
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(a)
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This statement is filed by Christopher P. Prior, an
individual (the “Reporting Person”).
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(b)
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The address of the principal office of each of the
Reporting Persons is:
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Christopher P. Prior
c/o Innovate Biopharmaceuticals, Inc.
8480 Honeycutt Road, Suite 120
Raleigh, North Carolina 27615
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(c)
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The principal business of the Reporting Person:
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Christopher
P. Prior is the Chief Executive Officer of the Issuer.
(d) The
Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors)
(e) The
Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is 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.
(f) See
2(a) and 2(b) above.
Item 3. Source
and Amount of Funds or Other Consideration
Pursuant to the Issuer’s 2015 Stock Incentive Plan (the “Plan”), the Reporting Person
has been granted options by the Company as consideration for his role as the Chief Executive Officer of the Company. As of
January 29, 2018, 1,990,686 options were currently exercisable or would be exercisable within 60 days of January 29, 2018.
Item 4. Purpose of Transaction
The information set
forth in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.
The Reporting Person
acquired the shares of Common Stock reported in this Schedule 13D for investment purposes and as part of his compensation as an
officer of the Company. The Reporting Person may continue to be granted stock options or other equity compensation as part of his
compensation as the Chief Executive Officer of the Issuer. The Reporting Person may acquire additional securities of the Company
or dispose of additional securities of the Company at any time and from time to time in the open market or otherwise.
Schedule 13D
The Shares held by
the Reporting Person are held for investment purposes. The Reporting Person intends to continuously review his investment in the
Issuer, and may in the future determine, subject to any legal and contractual restrictions, (i) to acquire additional securities
of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities
of the Issuer owned by them or (iii) to take any other available course of action, which could involve one or more of the types
of transactions or have one or more of the results, as specified in clauses (a) through (j) of Item 4 of Schedule 13D. Notwithstanding
anything contained herein, the Reporting Person specifically reserves the right to change his intention with respect to any or
all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the
Reporting Person currently expects that he would take into consideration a variety of factors, including, but not limited to, the
following: the Issuer’s business and prospects; other developments concerning the Issuer and its business generally;
other business opportunities available to the Reporting Person; developments with respect to the business of the Reporting Person;
changes in law and government regulations; general economic conditions and the conditions in the industries served by the Reporting
Person and the Issuer, respectively; and money and stock market conditions, including the market price of the securities of the
Issuer; and the Reporting Person’s contractual obligations with respect to the Shares.
Item 5. Interest
in Securities of the Issuer
The aggregate percentage
of Shares reported as owned by each Reporting Person is based upon 25,800,000 Shares outstanding.
Christopher P. Prior
(a) Aggregate Number: 1,990,686 shares of Common Stock; Aggregate Percentage: Approximately 7.2%.
(b) 1.
Sole power to vote or direct vote: 1,990,686
2. Shared power to vote or direct vote: None
3. Sole power to dispose or direct the disposition:
1,990,686
4. Shared power to dispose or direct the disposition:
None
(c) There
have been no transactions in shares of Common Stock by the Reporting Person during the past sixty days.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
The information set
forth in Items 3, 4 and 5 above is incorporated in this Item 6 in its entirety.
The Reporting Person
is the Chief Executive Officer of the Issuer and, accordingly, may have the ability to effect and influence control of the Issuer.
Employment Agreement
The Reporting Person
and the Company are parties to an executive employment agreement, dated as of November 2015, which was subsequently amended in
February 2016, twice in March 2017, and in August 2017.
Item 7. Material to be Filed as Exhibits
None.
Schedule 13D
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.
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Date: February 8, 2018
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Christopher P. Prior
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By:
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/s/ Christopher P. Prior
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Print Name:
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Christopher P. Prior
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