SC 13D/A

Number of

shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

7,022,584

Shared Voting Power

6,130,479

Sole Dispositive Power

7,022,584

Shared Dispositive Power

6,130,479

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2) *

Vitality Biopharma, Inc.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

92849B107

(CUSIP Number)

Howard Groedel, 1660 West 2^nd Street, Suite 1100, Cleveland, OH 44113 216.583.7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 29, 2019

(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. ☐

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).

Persons who respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

SEC 1746(3-06)


CUSIP No. 92849B107


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Joseph E. LoConti
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States

Schedule 13D/A

Item 1.

Security and Issuer.

This Amendment No. 2 (“Second Amendment”) amends the initial Schedule 13D filed on November 1, 2018 with the Securities and Exchange Commission by the Reporting Persons, as amended (the “Schedule 13D”), with respect to the common shares, par value $0.001 per share (“Common Shares”), of Vitality Biopharma, Inc. (the “Company”). Capitalized terms used but not otherwise defined in this Second Amendment have the meanings ascribed to such terms in the Schedule 13D. The purpose of this Second Amendment is to report a change in the number of Common Shares beneficially owned by the Reporting Persons.

Item 3.

Source and Amount of Funds or Other Consideration.

The additional Common Shares reflected on this Second Amendment were acquired by Paragon Small Cap Fund I, L.P., an Ohio limited partnership (“Paragon”), from certain shareholders of the Company in a privately-negotiated transaction in exchange for $2,025,000. The funds used in making this purchase came from Paragon’s working capital.

Item 5.

Interest in Securities of the Issuer.

The information in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) Mr. LoConti has the sole power to vote and dispose of 7,022,584 Common Shares of the Company or approximately 13.2% of the total number of Common Shares outstanding as of the date of this Second Amendment.

(b) Mr. LoConti and Tower IV have the shared power to vote and dispose of 6,130,479 Common Shares of the Company or approximately 11.5% of the total number of Common Shares outstanding as of the date of this Second Amendment.

(c) Paragon acquired 4,447,651 Common Shares in a private transaction from certain shareholders of the Company on March 29, 2019.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares of the Company beneficially owned by the Reporting Persons.

(e) Not applicable.

SIGNATURE

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

Date: April 2, 2019


/s/ Joseph E. LoConti
Joseph E. LoConti

Tower IV LLC

By:		/s/ Joseph E. LoConti
Name:		Joseph E. LoConti
Its:		Manager