SC 13G

0001193125-16-713136.txt : 20160919 0001193125-16-713136.hdr.sgml : 20160919 20160919133932 ACCESSION NUMBER: 0001193125-16-713136 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160919 DATE AS OF CHANGE: 20160919 GROUP MEMBERS: LYDA HILL GROUP MEMBERS: MALACHITE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Venaxis, 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: 161891413 BUSINESS ADDRESS: STREET 1: 1585 S. PERRY STREET CITY: CASTLE ROCK STATE: CO ZIP: 80104 BUSINESS PHONE: (303) 794-2000 MAIL ADDRESS: STREET 1: 1585 S. PERRY STREET CITY: CASTLE ROCK STATE: CO ZIP: 80104 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: Remeditex Ventures LLC CENTRAL INDEX KEY: 0001627363 IRS NUMBER: 452451953 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2101 CEDAR SPRINGS ROAD, SUITE 601 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 506-2662 MAIL ADDRESS: STREET 1: 2101 CEDAR SPRINGS ROAD, SUITE 601 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d252220dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements filed Pursuant to Rule

13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2

(Amendment No. )*

VENAXIS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92262A206

(CUSIP NUMBER)

September 12, 2016

(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 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	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).


Cusip No. 92262A206		Page 2 of 8 Pages

SCHEDULE 13G


1.	Name of Reporting Persons: Remeditex Ventures LLC
2.	Check the appropriate box if a member of a group (a) ¨ (b) x (joint filers)
3.	SEC Use Only.
4.	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 295,210
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 295,210
9.	Aggregate amount beneficially owned by each reporting person 295,210
10.	Check box if the aggregate amount in row 9 excludes certain shares ¨
11.	Percent of class represented by amount in row 9 6.6%
12.	Type of Reporting Person OO


Cusip No. 92262A206		Page 3 of 8 Pages

SCHEDULE 13G


1.	Name of Reporting Persons: Malachite Trust
2.	Check the appropriate box if a member of a group (a) ¨ (b) x (joint filers)
3.	SEC Use Only.
4.	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 295,210
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 295,210
9.	Aggregate amount beneficially owned by each reporting person 295,210
10.	Check box if the aggregate amount in row 9 excludes certain shares ¨
11.	Percent of class represented by amount in row 9 6.6%
12.	Type of Reporting Person OO


Cusip No. 92262A206		Page 4 of 8 Pages

SCHEDULE 13G


1.	Name of Reporting Persons: Lyda Hill
2.	Check the appropriate box if a member of a group (a) ¨ (b) x (joint filers)
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 295,210
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 295,210
9.	Aggregate amount beneficially owned by each reporting person 295,210
10.	Check box if the aggregate amount in row 9 excludes certain shares ¨
11.	Percent of class represented by amount in row 9 6.6%
12.	Type of Reporting Person IN


Cusip No. 92262A206		Page 5 of 8 Pages

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 13G

Item 1(a).

Name of Issuer:

Venaxis, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1585 South Perry Street, Castle Rock, CO 80104

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of (1) Remeditex Ventures LLC, (2) Malachite Trust and (3) Lyda Hill.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

2727 N. Harwood St.

Suite 200

Dallas, Texas 75201

Item 2(c).

Citizenship:

Remeditex Ventures LLC and Malachite Trust – Texas

Lyda Hill — United States of America.

Item 2(d).

Title of Class of Securities:

Common Stock, no par value (the “Common Stock”)

Item 2(e).

CUSIP Number.

The Issuer’s CUSIP Number is 92262A206

Item 3.

If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), or (c), check whether the person filing is a:

Not Applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:


Remeditex Ventures LLC		295,210
Malachite Trust		295,210
Lyda Hill		295,210


Cusip No. 92262A206		Page 6 of 8 Pages

Remeditex Ventures LLC is the record and beneficial owner of 295,210 shares of Common Stock and shares voting and dispositive power over such securities with Malachite Trust, the majority owner of Remeditex Ventures LLC and Lyda Hill. Ms. Hill is the Trustee of the Malachite Trust. By reason of such relationships, Ms. Hill, the Malachite Trust and Remeditex Ventures LLC may be deemed to share voting and dispositive power over 295,210 shares of Common Stock owned directly by Remeditex Ventures LLC. Each of Remeditex Ventures LLC, the Malachite Trust and Lyda Hill disclaim beneficial ownership of the reported securities except to the extent of its or her pecuniary interest therein.

(b)

Percent of Class:


Remeditex Ventures LLC		295,210
Malachite Trust		295,210
Lyda Hill		295,210

The percentages used herein are calculated based on the 3,876,961 shares of Common Stock reported by Venaxis, Inc. to be issued and outstanding as of August 10, 2016, in its latest Form 10-Q, as filed with the Securities and Exchange Commission on August 10, 2016, plus the 564,309 shares of Common Stock reported by Venaxis, Inc. to have been issued in a transaction reported on Form 8-K filed with the Securities and Exchange Commission on September 13, 2016.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:


Remeditex Ventures LLC		0
Malachite Trust		0
Lyda Hill		0

(ii)

Shared power to vote or to direct the vote:


Remeditex Ventures LLC		295,210
Malachite Trust		295,210
Lyda Hill		295,210

(iii)

Sole power to dispose or to direct the disposition of:


Remeditex Ventures LLC		0
Malachite Trust		0
Lyda Hill		0

(iv)

Shared power to dispose or to direct the disposition of:


Remeditex Ventures LLC		295,210
Malachite Trust		295,210
Lyda Hill		295,210


Cusip No. 92262A206		Page 7 of 8 Pages

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.

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.

Exhibits:

Exhibit 1: Joint Filing Agreement, dated September 19, 2016, by and among Remeditex Ventures LLC, Malachite Trust and Lyda Hill.


Cusip No. 92262A206		Page 8 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: September 19, 2016


Remeditex Ventures LLC

By:		/s/ Brett Ringle
		Brett Ringle, President

Malachite Trust

By:		/s/ Lyda Hill
		Lyda Hill, Trustee

/s/ Lyda Hill
Lyda Hill

EX-1 2 d252220dex1.htm EX-1 EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, no par value per share, of Venaxis, Inc. and further agree 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 filing agreements. 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 her 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 she or it knows or has reason to believe that such information is inaccurate.

Dated: September 19, 2016


Remeditex Ventures LLC

By:		/s/ Brett Ringle
		Brett Ringle, President

Malachite Trust

By:		/s/ Lyda Hill
		Lyda Hill, Trustee

/s/ Lyda Hill
Lyda Hill