Amended Statement of Beneficial Ownership (sc 13d/a)
June 10 2021 - 4:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-102)
INFORMATION
TO BE IN INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 4)
ANIXA
BIOSCIENCES, INC.
(Name
of Issuer)
Common
Stock, $0.01 par value per share
(Title
of Class of Securities)
03528H109
(CUSIP
Number)
Amit
Kumar
c/o
Anixa Biosciences, Inc.
3150
Almaden Expressway, Suite 250
San
Jose, CA 90025
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May
31, 2021
(Date
of Event which Requires Filing of this Statement)
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. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
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/A
CUSIP
NO. 03528H109
1.
|
NAME
OF REPORTING PERSON
|
|
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amit Kumar
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS
Not Applicable
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
2,795,889
|
8.
|
SHARED
VOTING POWER
0
|
9.
|
SOLE
DISPOSITIVE POWER
2,795,889
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,795,889 shares, consisting of:
(a)
277,000 shares of common stock held directly.
(b)
2,518,889 shares of common stock issuable upon exercise of stock options held directly by Reporting Person and
exercisable within 60 days.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
Item
5. Interest in Securities of the Issuer.
-------------------------------------------
Item
5 is hereby amended and supplemented as follows:
On
May 31, 2021, Dr. Amit Kumar owned a significant number of voting restricted stock awards that did not vest and were therefore forfeited
resulting in a decrease in his beneficial ownership percentage. As of the date hereof, Dr. Kumar beneficially owns 2,795,889 shares of
the Issuer, consisting of 277,000 shares of common stock held directly and 2,518,889 shares of common stock issuable upon exercise of
stock options held directly and exercisable within 60 days. Such shares represent a total of 8.6% of the Issuer’s outstanding shares
of common stock.
On
June 1, 2021, Dr. Kumar was granted 2,000,000 options to purchase shares of common stock at an exercise price of $4.02
pursuant to the Anixa Biosciences, Inc. 2018 Share Incentive Plan (the “Plan”). The options expire on June 1, 2031
and vest according to the following schedule:
|
(i)
|
500,000
shares vest if during any 5 trading day period, the average closing price of the issuer’s common stock is at least $5.00,
|
|
(ii)
|
500,000
shares vest if during any 5 trading day period, the average closing price of the issuer’s common stock is at least $6.00,
|
|
(iii)
|
500,000
shares vest if during any 5 trading day period, the average closing price of the issuer’s common stock is at least $7.00, and
|
|
(iv)
|
500,000
shares vest if during any 5 trading day period, the average closing price of the issuer’s common stock is at least $8.00.
|
Additionally,
on June 1, 2021, Dr. Kumar was granted 500,000 options to purchase shares of common stock at an exercise price of $4.02
pursuant to the Plan. The options expire on June 1, 2031 and vest and become exercisable in thirty-six (36) equal monthly installments
beginning June 30, 2021. Those shares vesting within 60 days are included in the 2,518,889 shares of common stock issuable upon
exercise of stock options beneficially owned by Dr. Kumar as of the date hereof.
Dr.
Kumar has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the entirety of the number of shares
indicated immediately above. There are no other persons known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities.
SIGNATURES
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:
June 10, 2021
|
/s/
Amit Kumar
|
|
Amit
Kumar
|
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