Securities and Exchange Commission,
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MetaStat, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
59140A104
(CUSIP Number)
December 31, 2012
(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 13d1(b)
x Rule 13d1(c)
¨ Rule 13d1(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).
CUSIP No. 59140A104 | Page 2 of 8 |
1 |
NAMES OF REPORTING PERSONS
One East Partners Master, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
-0- | ||||
6 | SHARED VOTING POWER
612,501 | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
612,501 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,501 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 59140A104 | Page 3 of 8 |
1 |
NAMES OF REPORTING PERSONS
One East Partners Opportunities, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
-0- | ||||
6 | SHARED VOTING POWER
612,501 | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
612,501 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,501 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 59140A104 | Page 4 of 8 |
1 |
NAMES OF REPORTING PERSONS
One East Capital Advisors, LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
-0- | ||||
6 | SHARED VOTING POWER
1,225,002 | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
1,225,002 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,002 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
CUSIP No. 59140A104 | Page 5 of 8 |
1 |
NAMES OF REPORTING PERSONS
James A. Cacioppo | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
-0- | ||||
6 | SHARED VOTING POWER
1,225,002 | |||||
7 | SOLE DISPOSITIVE POWER
-0- | |||||
8 | SHARED DISPOSITIVE POWER
1,225,002 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,225,002 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
CUSIP No. 59140A104 | Page 6 of 8 |
Item 1 | (a) |
Name of issuer: | ||||||||||
MetaStat, Inc. | ||||||||||||
Item 1 | (b) |
Address of issuers principal executive offices: | ||||||||||
8 Hillside Avenue, Suite 207, Montclair, New Jersey 07042 | ||||||||||||
2 | (a) |
Name of person filing: | ||||||||||
One East Partners Master, LP, a Cayman Islands limited partnership with respect to Common Stock (as defined in Item 2(d) below) and warrants directly owned by it
One East Partners Opportunities, LP, a Delaware limited partnership with respect to Common Stock (as defined in Item 2(d) below) and warrants directly owned by it
One East Capital Advisors, LP, a Delaware limited partnership, which serves as investment manager to One East Partners Master, LP and One East Partners Opportunities, LP.
James A. Cacioppo, with respect to Common Stock and warrants directly owned by each of One East Partners Master, LP and One East Partners Opportunities, LP |
||||||||||||
2 | (b) |
Address or principal business office or, if none, residence: | ||||||||||
551 Madison Avenue, New York, NY 10022 | ||||||||||||
2 | (c) |
Citizenship: | ||||||||||
One East Partners Master, LP is organized under the laws of the Cayman Islands. One East Partners Opportunities, LP and One East Capital Advisors, LP are organized under the laws of the State of Delaware. James A. Cacioppo is a United States citizen. | ||||||||||||
2 | (d) |
Title of class of securities: | ||||||||||
Common Stock, $.0001 par value per share | ||||||||||||
2 | (e) |
CUSIP No.: | ||||||||||
59140A104 | ||||||||||||
Item 3. | If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a: | |||||||||||
(a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||||||||
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||||||||
(c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||||||||
(d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a8); | ||||||||||
(e) | ¨ | An investment adviser in accordance with §240.13d1(b)(1)(ii)(E); | ||||||||||
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d1(b)(1)(ii)(F); | ||||||||||
(g) | ¨ | A parent holding company or control person in accordance with §240.13d1(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 (15 U.S.C. 80a3); | ||||||||||
(j) | ¨ | A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); | ||||||||||
(k) | ¨ | Group, in accordance with §240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution: |
CUSIP No. 59140A104 | Page 7 of 8 |
Item 4. | Ownership | |||||||||
One East Capital Advisors, LP and James A. Cacioppo: | ||||||||||
(a) | Amount beneficially owned: 1,225,002 shares of Common Stock and warrants | |||||||||
(b) | Percent of class: 5.9%. The percentages set forth in this Item 4 are calculated based upon the Issuers 10-Q for the quarter ended November 30, 2012 filed on January 14, 2013, which states that as of January 14, 2013 there were 21,054,418 shares of common stock outstanding. | |||||||||
(c) | Number of shares as to which the person has: | |||||||||
(i) | Sole power to vote or to direct the vote -0-. | |||||||||
(ii) | Shared power to vote or to direct the vote 1,225,002. | |||||||||
(iii) | Sole power to dispose or to direct the disposition of -0-. | |||||||||
(iv) | Shared power to dispose or to direct the disposition of 1,225,002. | |||||||||
Item 5. | Ownership of 5 Percent or Less of a Class. | |||||||||
Not applicable | ||||||||||
Item 6. | Ownership of More than 5 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 | ||||||||||
Item 10. | Certifications | |||||||||
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. |
CUSIP No. 59140A104 | Page 8 of 8 |
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: February 1, 2013
/s/ James A. Cacioppo |
One East Partners Master, LP |
Managing Partner of One East Capital Advisors, LP |
/s/ James A. Cacioppo |
One East Partners Opportunities, LP |
Managing Partner of One East Capital Advisors, LP |
/s/ James A. Cacioppo |
One East Capital Advisors, LP |
Managing Partner |
/s/ James A. Cacioppo |