honig13da-am3_venaxisnov82016
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No.3
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
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VENAXIS,
INC.
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(Name
of Issuer)
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Common
Stock, no par value
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(Title
of Class of Securities)
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Barry Honig
555 South Federal Highway #450
Boca Raton, FL 33432
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Copy To:
Sichenzia Ross Ference Kesner LLP
Harvey Kesner, Esq.
61 Broadway, 32nd Floor
New
York, NY 10006
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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November
8, 2016
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(Date
of Event which Requires Filing of this Statement)
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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. [X]
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).
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Barry
Honig
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a) [ ]
(b) [ ]
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
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PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
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0
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8
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SHARED
VOTING POWER:
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452,585
(1)
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9
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SOLE
DISPOSITIVE POWER:
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0
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10
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SHARED
DISPOSITIVE POWER:
452,585
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
452,585
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.05%
(based on 4,503,971 shares
of common stock outstanding as of September 22,
2016)
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14
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TYPE OF
REPORTING PERSON (See Instructions)
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IN
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(1) Includes (i) 439,185 shares of common stock held by
GRQ Consultants, Inc. 401K (“401K”) and (ii) 13,400
shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO
Barry Honig (“Roth 401K”). Mr. Honig is the trustee of
401K and Roth 401K in such capacity holds voting and dispositive
power over the securities held by such entities.
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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GRQ
Consultants, Inc. 401K
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a) [ ]
(b) [ ]
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
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WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Florida
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
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0
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8
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SHARED
VOTING POWER:
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439,185
(1)
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9
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SOLE
DISPOSITIVE POWER:
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0
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10
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SHARED
DISPOSITIVE POWER:
439,185
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,185
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.75%
(based on 4,503,971shares
of common stock outstanding as of September 22,
2016)
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14
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TYPE OF
REPORTING PERSON (See Instructions)
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OO
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(1) Mr. Honig is the trustee of 401K and in such capacity
holds voting and dispositive power over the securities held by
401K.
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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GRQ
Consultants, Inc. Roth 401K FBO Barry Honig
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a) [ ]
(b) [ ]
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
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WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Florida
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
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0
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8
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SHARED
VOTING POWER:
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13,400
(1)
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9
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SOLE
DISPOSITIVE POWER:
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0
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10
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SHARED
DISPOSITIVE POWER:
13,400
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,400
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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[_]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.30%
(based on 4,503,971shares
of common stock outstanding as of September 22,
2016)
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14
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TYPE OF
REPORTING PERSON (See Instructions)
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OO
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(1) Mr. Honig is the trustee of Roth 401K and in such capacity
holds voting and dispositive power over the securities held by Roth
401K.
Item 1. Security and Issuer
The title and class of equity securities to which this Schedule 13D
relates is common stock, no par value, of Venaxis, Inc., a Colorado
corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 1585 S. Perry Street, Castle Rock, CO
80104.
Item 2. Identity and Background
(a) This statement is filed on behalf of Barry Honig, 401K and Roth
401K (collectively the “Reporting
Person”).
(b) The Reporting Person’s address is 555 South Federal
Highway, #450, Boca Raton, FL 33432.
(c) Not applicable.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result thereof 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.
(f) The Reporting Person is a citizen of the United States and the
State of Florida.
Item 3. Source and Amount of Funds or Other
Considerations
All shares were purchased with the Reporting Person’s
personal funds or working capital.
Item 4. Purpose of Transaction
All of the Issuer’s securities owned by the Reporting Person
have been acquired for investment purposes only. Except
as set forth herein and in Schedule 13D filed with the Securities
and Exchange Commission (the “Commission”) on September
8, 2016, Amendment no. 1 filed with the Commission on September 13,
2016 and Amendment no. 2 filed with the Commission on September 14,
2016, the Reporting Person has no present plans or proposals that
relate to or would result in any of the actions required to be
described in subsections (a) through (j) of Item 4 of Schedule
13D. The Reporting Person may, at any time, review or
reconsider their positions with respect to the Issuer and formulate
plans or proposals with respect to any of such matters, but has no
present intention of doing so.
The Reporting Person may engage in discussions with management and
security holders of the Issuer and other persons with respect to
the subject class of securities, the Issuer, the Issuer’s
industry, business, condition, operations, structure, governance,
management, capitalization, policies, plans, and prospects and
related and other matters. In particular, the Reporting Person may
engage in discussions with management and security holders of the
Issuer regarding the complexion of the Issuer’s board of
directors and options for increasing shareholder value. The
Reporting Person plans and proposes to review and analyze such
Reporting Person’s interest in the Issuer on a continuing
basis and may engage in such discussions, as well as discussions
with the Issuer, the Issuer’s directors and officers and
other persons related to the Issuer, as the Reporting Person deems
necessary or appropriate in connection with the Reporting
Person’s interest in the Issuer.
Depending upon the factors described below and any other factor
that is or becomes relevant, the Reporting Person plans and
proposes to: (a) acquire additional amounts of the subject class of
securities or different equity, debt, or other securities of the
Issuer, derivative securities related to securities of the Issuer
or other securities related to the Issuer (collectively,
“Issuer-Related Securities”) or a combination or
combinations of Issuer-Related Securities, including by purchase or
other method, pursuant to open market, private, tender offer, or
other transactions, using borrowed or other funds or consideration
of or from any source described herein or other source or via a
combination or combinations of such methods, transactions,
consideration, and sources; (b) dispose of all or part of the
securities covered by this statement and any other Issuer- Related
Securities, including by sale or other method, pursuant to open
market, private, or other transactions or via a combination or
combinations of such methods and transactions; (c) engage in
financing, lending, hedging, pledging, or similar transactions
involving the securities covered by this statement or other
Issuer-Related Securities or a combination or combinations of such
transactions; (d) engage in discussions and otherwise communicate
with the Issuer, officers, directors, and security holders of the
Issuer and other persons related to the Issuer with respect to
Issuer-Related Securities, the Issuer, the Issuer’s industry,
business, condition, operations, structure, governance, management,
capitalization, dividend policy, other policies, plans, and
prospects and related and other matters; (e) suggest or recommend a
transaction or transactions involving the acquisition, sale, or
exchange of all or part of the Issuer-Related Securities or assets
of the Issuer, other actions or a combination or combinations of
such actions, in any case, which relates or relate to (or could
result in) a change or changes to the Issuer’s business,
condition, operations, structure, governance, management,
capitalization, policies, plans, and prospects and similar and
other actions and changes; (f) make a proposal or proposals
involving the acquisition or sale of all or part of the
Issuer-Related Securities or assets of the Issuer; (g) make a
proposal or proposals to request that the Issuer and/or the
security holders of the Issuer consider an extraordinary or other
transaction, such as a merger or reorganization, or a combination
or combinations of such transactions; and (h) engage in a
combination or combinations of the foregoing plans and/or
proposals.
Each such plan or proposal may be subject to, and depend upon, a
variety of factors, including (i) current and anticipated trading
prices and the expected value of applicable Issuer-Related
Securities, (ii) the Issuer’s financial condition and
position, results of operations, plans, prospects and strategies,
(iii) general industry conditions, (iv) the availability, form and
terms of financing and other investment and business opportunities,
(v) general stock market and economic conditions, (vi) tax
considerations and (vii) other factors. Each acquisition,
disposition, transaction, discussion, communication, suggestion,
recommendation, proposal and other action described herein may be
effected, made or taken, as applicable, at any time and/or from
time to time without prior notice. Although the plans and proposals
described herein reflect the plans and proposals presently
contemplated by the Reporting Person with respect to the Issuer and
the Issuer-Related Securities, as applicable, each such plan and
proposal is subject to change at any time and from time to time
dependent upon contingencies and assumed and speculative conditions
and other factors, including actions taken by the Issuer, the
Issuer’s board of directors, other security holders of the
Issuer and other parties and the outcome of the discussions,
communications, transactions and other actions described herein.
There can be no assurance that any such plan or proposal will be
consummated or pursued or result in any transaction described
herein or other transaction or that any action contemplated by any
such plan or proposal (or any similar action) will be
taken.
Item 5. Interest in Securities of the
Issuer
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(a)
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Mr.
Honig beneficially owns 439,185 shares
of common stock held by 401K and 13,400 shares of common stock held
by Roth 401K, or an aggregate of 10.05% of the
Issuer’s common stock. Mr. Honig is the trustee of 401K and
Roth 401K, and, in such capacity, has voting and
dispositive power over the securities held by such
entities.
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(b)
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Mr.
Honig may be deemed to hold sole voting and dispositive power over
0 shares of common stock of the Issuer and shares voting and
dispositive power over 452,585 shares of common
stock. 401K may be deemed to hold shared voting and
dispositive power over 439,185
shares of the Issuer’s common stock and Roth 401K may be
deemed to hold shared voting and dispositive power over
13,400 shares of the
Issuer’s common stock.
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(c)
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On
September 12, 2016, 401K purchased 9,000 shares of the
Issuer’s common stock at a purchase price of $4.14 per
share.
On
September 30, 2016, 401K purchased 2,228 shares of the
Issuer’s common stock at a purchase price of $2.80 per
share.
On
October 6, 2016, 401K purchased 12,777 shares of the Issuer’s
common stock at a purchase price of $2.71 per share.
On
October 13, 2016, 401K purchased 28,935 shares of the
Issuer’s common stock at a purchase price of $2.28 per
share.
On
October 18, 2016, Roth 401K purchased 13,400 shares of the
Issuer’s common stock at a purchase price of $2.68 per
share.
On
October 19, 2016, 401K purchased 6,086 shares of the Issuer’s
common stock at a purchase price of $2.78 per share.
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(d)
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To the
best knowledge of the Reporting Person, except as set forth in this
Schedule 13D, no person other than the Reporting Person has the
right to receive, or the power to direct the receipt of, dividends
from, or the proceeds from the sale of the 439,185 shares of common stock reported in
Item 5(a).
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(e)
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Not
applicable.
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
Other than as described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
between the Reporting Person and any other person with respect to
the shares.
Item 7. Material to Be Filed as
Exhibits
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Description
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99.1
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Joint Filing
Agreement with GRQ Consultants, Inc. 401K and GRQ Consultants, Inc.
Roth 401K FBO Barry Honig
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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.
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Dated:
November 8, 2016
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/s/ Barry
Honig
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Barry
Honig
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Dated:
November 8, 2016
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GRQ
CONSULTANTS, INC. 401K
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By:
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/s/ Barry
Honig
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Barry
Honig
Trustee
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Dated:
November 8, 2016
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GRQ
CONSULTANTS, INC. ROTH 401K
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FBO
BARRY HONIG
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By:
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/s/ Barry
Honig
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Barry
Honig
Trustee
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