Amended Statement of Beneficial Ownership (sc 13d/a)
September 13 2016 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)
Under the Securities Exchange Act of 1934
Growblox Sciences, Inc.
|
(Name of Issuer)
|
Common Stock
|
(Title of Class of Securities)
|
|
399847 102
|
|
|
(CUSIP Nubmer)
|
|
Adam D. Averbach, Esq.
Lazarus Management Company LLC
3200 Cherry Creek South Drive, Suite 670
Denver, CO 80209
(303) 500-8821
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
September 9, 2016
|
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box
o
CUSIP No. 399847 102
1.
|
NAMES OF REPORTING PERSONS
Lazarus Management Company LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
x
|
6.
|
C
ITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
8,691,479
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
8,691,479
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,691,479
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
|
14.
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TYPE OF REPORTING PERSON
IA
|
CUSIP No. 399847 102
1.
|
NAMES OF REPORTING PERSONS
Justin B. Borus
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6.
|
C
ITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
8,691,479
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
8,691,479
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,691,479
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
|
14.
|
TYPE OF REPORTING PERSON
IN/HC
|
CUSIP No. 399847 102
1.
|
NAMES OF REPORTING PERSONS
Lazarus Investment Partners LLLP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6.
|
C
ITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
6,269,632
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
6,269,632
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,269,632
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No.399847 102
1.
|
NAMES OF REPORTING PERSONS
Lazarus Israel Opportunities Fund LLLP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6.
|
C
ITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
2,421,847
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
2,421,847
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,421,847
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
Explanatory Note
This Amendment No. 9 amends and supplements the statement on Schedule 13D originally filed by Lazarus Investment Partners LLLP ("Lazarus Partners"), Lazarus Israel Opportunities Fund LLLP ("Lazarus Israel"), Lazarus Management Company LLC ("Lazarus Management") and Justin B. Borus (collectively, the "Reporting Persons") on June 9, 2014, as amended from time to time (the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant.
Reporting Persons are filing this Amendment No. 9 to report a decrease in the percentage of common stock owned by the Reporting Persons resulting from a change in the aggregate number of shares of the Issuer's common stock outstanding as reported on the Issuer's Form 8-K filed with the Securities and Exchange Commission on September 9, 2016.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented by adding the following:
Reference is made to Items 7, 9, 11 and 13 of pages 2-5 of the Schedule 13D, which items are incorporated by reference. The securities reported on the Schedule 13D by Lazarus Partners consist of 3,269,632 shares of common stock and warrants to purchase an additional 3,000,000 shares of common stock. The securities reported on the Schedule 13D by Lazarus Israel consist of 1,421,847 shares of common stock and warrants to purchase an additional 1,000,000 shares of common stock. The securities reported on the Schedule 13D by Lazarus Management and Mr. Borus consists of the sums of the shares of common stock and warrants held by Lazarus Partners and Lazarus Israel. The calculation of percentage of beneficial ownership in Item 13 of pages 2-5 was calculated using information obtained from the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 15, 2016, in which it stated that there were 64,495,701 shares of common stock outstanding as of August 9, 2016, supplemented by the information provided in the Issuer's Form 8-K filed with the Securities and Exchange Commission on September 9, 2016, in which it stated that it had issued an additional 7,097,000 shares of common stock.
Item 7. Material to Be Filed as Exhibits.
Exhibit A:
|
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Joint Filing Agreement, dated as of September 13, 2016, by and among Lazarus Investment Partners LLLP, Lazarus Israel Opportunities Fund LLLP, Lazarus Management Company LLC and Justin B. Borus.
|
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: September 13, 2016
LAZARUS MANAGEMENT COMPANY LLC
|
|
By: /s/ Justin B. Borus
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Name: Justin B. Borus
Title: Manager
|
|
LAZARUS INVESTMENT PARTNERS LLLP
By: Lazarus Management Company LLC
its general partner
|
|
By: /s/ Justin B. Borus
|
Name: Justin B. Borus
Title: Manager
|
LAZARUS ISRAEL OPPORTUNITIES FUND LLLP
By: Lazarus Management Company LLC
its general partner
|
|
By: /s/ Justin B. Borus
|
Name: Justin B. Borus
Title: Manager
|
|
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/s/ Justin B. Borus
|
Justin B. Borus
|
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Growblox Sciences, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: September 13, 2016
LAZARUS MANAGEMENT COMPANY LLC
|
|
By: /s/ Justin B. Borus
|
Name: Justin B. Borus
Title: Manager
|
|
LAZARUS INVESTMENT PARTNERS LLLP
By: Lazarus Management Company LLC
its general partner
|
|
By: /s/ Justin B. Borus
|
Name: Justin B. Borus
Title: Manager
|
LAZARUS ISRAEL OPPORTUNITIES FUND LLLP
By: Lazarus Management Company LLC
its general partner
|
|
By: /s/ Justin B. Borus
|
Name: Justin B. Borus
Title: Manager
|
|
|
/s/ Justin B. Borus
|
Justin B. Borus
|
8
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