Exhibit 2
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Sinobiomed Inc.
(Name of
Issuer)
Common Stock, par value $0.0001
(Title of
Class of Securities)
82934C 10 2
(CUSIP Number)
Room 4304, 43/F China Resources Building
26 Harbour Road,
Wan Chai
Hong Kong Special Administrative Region
(Address of principal
executive offices, including Zip Code)
Registrant’s telephone number, including area code: 852
2511-0238
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 12, 2010
(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 [ ].
*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).
|
|
|
1. |
NAMES OF REPORTING PERSONS
|
||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
||
|
3. |
SEC USE ONLY
|
||
|
4. |
SOURCE OF FUNDS
PF |
||
|
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ] |
||
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Malaysian |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
|
|
|
8. |
SHARED VOTING POWER
|
||
|
9. |
SOLE DISPOSITIVE POWER
|
||
|
10. |
SHARED DISPOSITIVE POWER
|
||
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,964,463 shares of Common Stock(1) |
||
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
||
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.69%(2) |
||
|
14. |
TYPE OF REPORTING PERSON
IN |
||
(1)
Consists of 1,000,000 shares of the Issuer’s Common Stock held directly by the Reporting Person, 13,999,999 shares and 31,964,464 shares of the Issuer’s Common Stock held by Accelera Ventures Limited and Accelera Evolution Limited, respectively, both of which are beneficially owned and controlled, for purposes of Rule 13d-3, by the Reporting Person, in his capacity as a Director of each entity.(2) A total of 226,971,586 shares of the Issuer’s Common Stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of July 5, 2011. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.
Page 2 of 8 Pages
|
|
|
1. |
NAMES OF REPORTING PERSONS
|
||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
||
|
3. |
SEC USE ONLY
|
||
|
4. |
SOURCE OF FUNDS
WC |
||
|
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ] |
||
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
|
|
|
8. |
SHARED VOTING POWER
|
||
|
9. |
SOLE DISPOSITIVE POWER
|
||
|
10. |
SHARED DISPOSITIVE POWER
|
||
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,999,999 shares of Common Stock(1) |
||
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
||
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.17%(2) |
||
|
14. |
TYPE OF REPORTING PERSON
OO |
||
(1)
Accelera Ventures Limited is beneficially owned and controlled, for purposes of Rule 13d-3, by Dennis Thai Leong Kam, its Director.(2) A total of 226,971,586 shares of the Issuer’s Common Stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of July 5, 2011. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act. Any options exercisable within 60 days have been included in the denominator.
Page 3 of 8 Pages
|
|
|
1. |
NAMES OF REPORTING PERSONS
|
||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
||
|
3. |
SEC USE ONLY
|
||
|
4. |
SOURCE OF FUNDS
WC |
||
|
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ] |
||
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
|
|
|
8. |
SHARED VOTING POWER
|
||
|
9. |
SOLE DISPOSITIVE POWER
|
||
|
10. |
SHARED DISPOSITIVE POWER
|
||
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,964,464 shares of Common Stock(2) |
||
|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
||
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.08%(2) |
||
|
14. |
TYPE OF REPORTING PERSON
OO |
||
(1)
Accelera Evolution Limited is beneficially owned and controlled, for purposes of Rule 13d-3, by Dennis Thai Leong Kam, its Director.(2) A total of 226,971,586 shares of the Issuer’s Common Stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of July 5, 2011. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act. Any options exercisable within 60 days have been included in the denominator. .
Page 4 of 8 Pages
This Amendment No.1 (“Amendment”) amends and supplements the statement on Schedule 13D (the “Schedule 13D”) initially filed with the Securities and Exchange Commission on November 3, 2010. The Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No.1 have the meanings set forth in the Schedule 13D.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is common stock, $0.0001 par value per share (the "Common Stock") of Sinobiomed Inc., a corporation organized under the laws of the State of Delaware (the "Issuer"). The Issuer's principal executive office is Room 4304, 43/F China Resources Building, 26 Harbour Road, Wan Chai, Hong Kong HKSAR.
Item 2. Identity and Background.
This statement is being filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):
(i) Kam, Dennis Thai Leong;
(ii) Accelera Ventures Limited;
and
(iii)Accelera Evolution Limited
MR. DENNIS THAI LEONG KAM is a director of Accelera Ventures
Limited and Accelera Evolution Limited (collectively with Accelera Ventures
Limited, the “Accelera Entities”). Mr. Kam is a citizen of Malaysia, with his
principal residence located in Singapore. Mr. Kam is the President at Accelera
Management (Singapore) Pte. Ltd., an Exempt Fund Manager in Singapore, located
at 96 Robinson Road, #17-02 SIF Building, Singapore 068899.
ACCELERA VENTURES LIMITED is a limited company registered in the British Virgin
Islands. Its principal business offices is located at East Asia Chambers, P.O.
Box 901, Road Town, Tortola, British Virgin Islands. Mr. Kam is a director of
Accelera Ventures Limited.
ACCELERA EVOLUTION LIMITED (collectively with Accelera Ventures Limited, the
“Accelera Entities”) is a limited company registered in the Cayman Islands. Its
principal business office is located at PO Box 309GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands. Mr. Kam is also a director of
Accelera Evolution Limited.
During the last five years, none of the foregoing Reporting Persons has been (A)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (B) 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.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to November 30, 2010, the Reporting Person was deemed to beneficially hold an aggregate of 48,766,666 shares of the Company’s common stock. Such shares consisted of 1,000,000 shares held directly by the Reporting Person, 3,333,333 shares held by Accelera Ventures Limited and 44,433,333 shares held by Accelera Evolution Limited, both of which are beneficially owned and controlled by the Reporting Person in his capacity as a Director of each entity.
Page 5 of 8 Pages
Between November 30, 2010 and February 4, 2011, Accelera
Evolution disposed of an aggregate of 12,468,870 shares in a private
transaction. On March 18, 2011, Accelera Ventures received an additional
10,666,666 shares of the Issuer’s common stock, for an aggregate price of
$53,333.33, issued upon the conversion, at conversion rate of $0.005 per share,
of accrued interest owed to Accelera Ventures on an 8% note payable in the
principal amount of $250,000. The shares were issued pursuant to a subscription
agreement, dated February 4, 2011.
After the consummation of the foregoing transactions, the Reporting Persons
beneficially owned an aggregate of 46,964,463 shares of the Issuer’s Common
Stock, representing 20.69% of its issued and outstanding shares.
Mr. Kam is a director of the Accelera Entities and may be deemed to be the
beneficial owner of the shares of the Issuer’s common stock held by them. Mr.
Kam expressly disclaims beneficial ownership of these shares except to the
extent of his pecuniary interest therein.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Issuer’s Common Stock
pursuant to the transactions described in Item 3 above.
Except as set forth in this Statement, the Reporting Persons have made no
proposals, and entered into no agreements, which would be related to or would
result in any of the events or matters described in part (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) For purposes of Rule 13d-3 promulgated under the Exchange
Act, Mr. Kam beneficially owns and controls, in aggregate, 46,964,463 shares of
the Issuer’s Common Stock, including 1,000,000 shares of the Issuer’s Common
Stock held directly by Mr. Kam and 45,964,463 shares of the Issuer’s Common
Stock held by the Accelera Entities. The shares held by the Reporting Persons
represent 20.69% of the outstanding Common Stock of the Issuer in the aggregate
(based on 226,971,586 Common Stock outstanding as of July 5, 2011). Mr. Kam owns
and controls the shares held by the Accelera Entities in his capacity as their
Director. Mr. Kam expressly disclaims beneficial ownership of these shares
except to the extent of his pecuniary interest therein.
(b) Mr. Kam has sole voting and dispositive power over the 46,964,463 shares of
Common Stock of the Issuer held by himself and the Accelera Entities.
(c) Other than the transactions described Item 3 above, the Reporting Persons
have not been involved in any transactions involving the securities of the
Issuer in the last 60 days.
(d) No other persons are known that have the right to receive or the power to
direct the receipt of dividends from, or the proceeds of sale of, such
securities.
(e) Not applicable.
Page 6 of 8 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as otherwise indicated above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or between any Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement.
| Exhibit 1 | Joint Filing Agreement. |
| Exhibit 2 | Non-U.S. and Non-Canadian Private Placement Subscription Agreement, dated February 24, 2011, between the Issuer and Accelera Ventures. |
Page 7 of 8 Pages
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: July 18, 2011
By: /s/ Kam, Dennis Thai Leong
Name: Kam, Dennis Thai Leong
ACCELERA VENTURES LIMITED
By: /s/Kam, Dennis Thai Leong
Name: Kam, Dennis Thai Leong
Title: Director
ACCELERA EVOLUTION LIMITED
By: /s/Kam, Dennis Thai Leong
Name: Kam, Dennis Thai Leong
Title: Director
Page 8 of 8 Pages
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Dragon Acquisition Corporation, and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her, or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she, or it knows or has reason to believe that such information is inaccurate.
Dated: July 18, 2011
By: /s/ Kam, Dennis Thai Leong
Name: Kam, Dennis Thai Leong
ACCELERA VENTURES LIMITED
By: /s/Kam, Dennis Thai Leong
Name: Kam, Dennis Thai Leong
Title: Director
ACCELERA EVOLUTION LIMITED
By: /s/Kam, Dennis Thai Leong
Name: Kam, Dennis Thai Leong
Title: Director
Exhibit 2
BJ-8*L%AGFADRT*$
M1I;8FJ"`QM%9QJWRKDQH+I?AW$\B#0PU6.O"BY.,"@]^6>0Q#)?@GKG,Q-!]
M1E,V2AY9FFW:!BUNQNT!KX?UKH`=+Z,T"9D0S\AJD!6^5`