0001011034-17-000010.txt : 20170210 0001011034-17-000010.hdr.sgml : 20170210 20170210142801 ACCESSION NUMBER: 0001011034-17-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bioptix, Inc. CENTRAL INDEX KEY: 0001167419 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 841553387 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79102 FILM NUMBER: 17592235 BUSINESS ADDRESS: STREET 1: 1775 38TH STREET CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-545-5550 MAIL ADDRESS: STREET 1: 1775 38TH STREET CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: Venaxis, Inc. DATE OF NAME CHANGE: 20121218 FORMER COMPANY: FORMER CONFORMED NAME: AspenBio Pharma, Inc. DATE OF NAME CHANGE: 20051110 FORMER COMPANY: FORMER CONFORMED NAME: ASPENBIO INC DATE OF NAME CHANGE: 20020213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEIERLS E JEFFREY CENTRAL INDEX KEY: 0000942453 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 73 SOUTH HOLMAN WAY CITY: GOLDEN STATE: CO ZIP: 80401 SC 13G 1 bioptix_sc13g.htm BIOPTIX,INC. Converted by EDGARwiz



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

  

SCHEDULE 13G

  

  

Under the Securities Exchange Act of 1934

  

(Amendment No.  )*

  

Bioptix, Inc.

(Name of Issuer)

  

Common Stock, no par value

(Title of Class of Securities)

  

92262A206

(CUSIP Number)

  

December 31, 2016

(Date of event which requires filing of this statement)

  

  

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

  

¨

Rule 13d-1(b)

x

Rule 13d-1(c)

¨

Rule 13d-1(d)

  

(Page 1 of 10 Pages)

  

______________________________

*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 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).



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1

NAMES OF REPORTING PERSONS

 

E. Jeffrey Peierls(1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

5

SOLE VOTING POWER

79,551 shares of Common Stock

938 shares of Common issuable upon exercise of Warrants.

6

SHARED VOTING POWER(2)

273,191 shares of Common Stock

4,064 shares of Common Stock issuable upon exercise of Warrants

7

SOLE DISPOSITIVE POWER

79,551 shares of Common Stock

938 shares of Common issuable upon exercise of Warrants.

8

SHARED DISPOSITIVE POWER(2)

273,191 shares of Common Stock

4,064 shares of Common Stock issuable upon exercise of Warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

352,742 shares of Common Stock

5,002 shares of Common Stock issuable upon exercise of Warrants

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.93%

12

TYPE OF REPORTING PERSON

IN

  

  

  

  

  

  

  This Schedule 13G is filed by E. Jeffrey Peierls and Brian Eliot Peierls.  E. Jeffrey Peierls may be deemed the beneficial owner of securities held by trusts of which E. Jeffrey Peierls is a fiduciary.  E. Jeffrey Peierls and Brian Eliot Peierls may be deemed to share indirect beneficial ownership of securities held by The Peierls Foundation, Inc.

2  The shared voting and shared dispositive power of the Reporting Person includes 48,231 shares of Common Stock and Warrants exercisable to purchase 2,084 shares of Common Stock owned by The Peierls Foundation, Inc. as to which Reporting Person disclaims beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended.



2




1

NAMES OF REPORTING PERSONS

Brian Eliot Peierls(1)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

52,959 shares of Common Stock

516 shares of Common Stock issuable upon exercise of Warrants.

6

SHARED VOTING POWER(2)

273,191 shares of Common Stock

4,064 shares of Common Stock issuable upon exercise of Warrants

7

SOLE DISPOSITIVE POWER

52,959 shares of Common Stock

516 shares of Common Stock issuable upon exercise of Warrants

8

SHARED DISPOSITIVE POWER(2)

273,191 shares of Common Stock

4,064 shares of Common Stock issuable upon exercise of Warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

326,150 shares of Common Stock

4,580 shares of Common Stock issuable upon exercise of Warrants  

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.34%

12

TYPE OF REPORTING PERSON

IN


  This Schedule 13G is filed by E. Jeffrey Peierls and Brian Eliot Peierls.  Brian Eliot Peierls may be deemed the beneficial owner of securities held by trusts of which Brian Eliot Peierls is a fiduciary.  E. Jeffrey Peierls and Brian Eliot Peierls may be deemed to share indirect beneficial ownership of securities held by The Peierls Foundation, Inc.

2  The shared voting and shared dispositive power of the Reporting Person includes 48,231 shares of Common Stock and Warrants exercisable to purchase 2,084 shares of Common Stock owned by The Peierls Foundation, Inc. as to which Reporting Person disclaims beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended.



3





Item 1(a).

NAME OF ISSUER:

  

  

  

The name of the issuer is Bioptix, Inc. (the " Company ").

  

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

  

  

  

The Company's principal executive offices are located at 1775 38th Street, Boulder, Colorado  80301.

  

Item 2(a).

NAME OF PERSON FILING:

  

  

This statement is filed by the entities and persons listed below, who are collectively referred to herein as " Reporting Persons ," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

  

 Reporting Individuals/entities

  

(i)

 E. Jeffrey Peierls with respect to securities owned by himself individually and with respect to securities owned by various trusts and with respect to securities owned by The Peierls Foundation, Inc. of which he is a fiduciary.

(ii)

Brian Eliot Peierls with respect to securities owned by himself individually and with respect to securities owned by various trusts and with respect to securities owned by The Peierls Foundation, Inc. of which he is a fiduciary.

  

  

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

  

  

The address of Reporting Person E. Jeffrey Peierls is:

  

73 South Holman Way

Golden, CO  80401


The address of Reporting Person Brian Eliot Peierls is:


 3017 McCurdy St.

Austin, TX  78723


 

 



4




  Item 2(c).

CITIZENSHIP:

  

  

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

  

Item 2(d).

TITLE OF CLASS OF SECURITIES:

  

  

  

Common Stock, no par value (the " Common Stock ")


  

Item 2(e).

CUSIP NUMBER:

  

92262A206

  

  

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

  

  

(a)

¨

Broker or dealer registered under Section 15 of the Act,

  

(b)

¨

Bank as defined in Section 3(a)(6) of the Act,

  

(c)

¨

Insurance Company as defined in Section 3(a)(19) of the Act,

  

(d)

¨

Investment Company registered under Section 8 of the Investment Company Act of 1940,

  

(e)

¨

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,

  

(f)

¨

Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),

  

(g)

¨

Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

  

(h)

¨

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

  

(i)

¨

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

  

(j)

¨

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

  

(k)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

  

  

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:_________________________

  



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Item 4.

OWNERSHIP:

  

  

  

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 4,503,971 shares of Common Stock issued and outstanding as of November 11, 2016.


The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.

  

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

  

Not applicable.

  

Item 6.

OWNERSHIP OF MORE THAN FIVE 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.

  

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.

CERTIFICATION.

  

  

Each of the Reporting Persons hereby makes the following certification:

  

  

  

By signing below each Reporting Person certifies that, to the best of its 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.




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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 9, 2017

  

  

  

  

  

  

  

  

/s/ E. Jeffrey Peierls____________

E. Jeffrey Peierls





/s/ Brian Eliot Peierls____________

Brian Eliot Peierls

  

  





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EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 9, 2017

  


  

/s/ E. Jeffrey Peierls

E. Jeffrey Peierls




/s/ Brian Eliot Peierls

Brian Eliot Peierls





8