0001477932-17-003029.txt : 20170628 0001477932-17-003029.hdr.sgml : 20170628 20170628111556 ACCESSION NUMBER: 0001477932-17-003029 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170628 DATE AS OF CHANGE: 20170628 GROUP MEMBERS: BRI-MEL HOLDINGS LTD. GROUP MEMBERS: BRIAN SKIDMORE GROUP MEMBERS: MELANIE SKIDMORE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001208261 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521841431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82315 FILM NUMBER: 17934299 BUSINESS ADDRESS: STREET 1: 430 EAST 29TH STREET STREET 2: SUITE 940 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 646-440-9310 MAIL ADDRESS: STREET 1: 430 EAST 29TH STREET STREET 2: SUITE 940 CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: EPICEPT CORP DATE OF NAME CHANGE: 20021129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Skidmore Brian CENTRAL INDEX KEY: 0001710223 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: PO BOX 370 CITY: MILNER STATE: A1 ZIP: V0X 1T0 SC 13G 1 imnp_sc13g.htm SC 13G imnp_sc13g.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 0)*

 

Immune Pharmaceuticals Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

45254C200

(CUSIP Number)

 

April 18, 2017

(Date of Event Which Requires Filing of this Statement)

 

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

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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 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. 45254C200

 

1

NAMES OF REPORTING PERSONS

    

Brian Skidmore

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) x

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

164,300

6

SHARED VOTING POWER

 

233,465

7

SOLE DISPOSITIVE POWER

 

164,300

8

SHARED DISPOSITIVE POWER

  

233,465

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   

397,765

10

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

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

   

4.1%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

____________

* Percentage was calculated based on a total of approximately 9,700,000 shares outstanding on April 13, 2017 following a 1-for-20 reverse split which took effect on that date, as reported by the issuer in Item 8.01 of a Form 8-K filed with the Securities and Exchange Commission on April 19, 2017.


 
2
 
 

 

CUSIP No. 45254C200

 

1

NAMES OF REPORTING PERSONS

  

Melanie Skidmore

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) x

(b) ¨

3

SEC USE ONLY

 

  

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

157,525

6

SHARED VOTING POWER

 

233,465

7

SOLE DISPOSITIVE POWER

 

157,525

8

SHARED DISPOSITIVE POWER

 

233, 465

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

390,990

10

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

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.0%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

____________

* Percentage was calculated based on a total of approximately 9,700,000 shares outstanding on April 13, 2017 following a 1-for-20 reverse split which took effect on that date, as reported by the issuer in Item 8.01 of a Form 8-K filed with the Securities and Exchange Commission on April 19, 2017.


 
3
 
 

 

CUSIP No. 45254C200

 

1

NAMES OF REPORTING PERSONS

 

Bri-Mel Holdings Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) x

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

  

British Columbia

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

   

108,715

6

SHARED VOTING POWER

   

0

7

SOLE DISPOSITIVE POWER

 

108,715

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  

108,715

10

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

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.1%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO

____________

* Percentage was calculated based on a total of approximately 9,700,000 shares outstanding on April 13, 2017 following a 1-for-20 reverse split which took effect on that date, as reported by the issuer in Item 8.01 of a Form 8-K filed with the Securities and Exchange Commission on April 19, 2017.

 

 
4
 
 

 

Item 1.

 

(a) Name of issuer:

 

 
Immune Pharmaceuticals Inc.

 

 
(b) Address of issuer’s principal executive offices:

 

 
550 Sylvan Avenue, Englewood Cliffs, NJ 07632

 

Item 2.

 

(a) – (c) Name, address and citizenship of each reporting person:

 

 

Brian Skidmore

PO Box 370

Milner, BC V0X 1T0

Canada

Citizenship: Canada

 

Melanie Skidmore

PO Box 370

Milner, BC V0X 1T0

Canada

Citizenship: Canada

 

Bri-Mel Holdings Ltd.

PO Box 370

Milner, BC V0X 1T0

Canada

Citizenship: Organized under the laws of British Columbia

 

(d) Title of class of securities:

 

 

 

Common Stock

 

(e) CUSIP No.:

 

 

 

45254C200

 

Item 3.

 

Not applicable.

 

Item 4. Ownership.

 

The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of April 18, 2017.


 
5
 
 

 

(a) Amount beneficially owned:

 

 
Brian Skidmore beneficially owns 397,765 shares.

 

 
Melanie Skidmore beneficially owns 390,990 shares.

 

 
Bri-Mel Holdings Ltd. beneficially owns 108,715 shares.

 

 
Collectively as a group, the reporting persons beneficially own 555,290 shares.

 

 

(b) Percent of class:*

 

 

 

 Brian Skidmore beneficially owns 4.1% of the class of shares.

 

 

 

 Melanie Skidmore beneficially owns 4.0% of the class of shares.

 

 

 

 Bri-Mel Holdings Ltd. beneficially owns 1.1% of the class of shares.

 

 

 

 Collectively as a group, the reporting persons beneficially own 5.7% of the class of shares.

 

 

 

* These percentages were calculated based on a total of approximately 9,700,000 shares outstanding on April 13, 2017 following a 1-for-20 reverse split which took effect on that date, as reported by the issuer in Item 8.01 of a Form 8-K filed with the Securities and Exchange Commission on April 19, 2017.

  
(c) Number of shares as to which the persons have:

 

 

 

 (i) Sole power to vote or to direct the vote:

 

 

 

 

 Brian Skidmore has sole power to vote or direct the vote of 164,300 shares.

 

 

 

 

 Melanie Skidmore has sole power to vote or direct the vote of 157,525 shares.

 

 

 

 

 Bri-Mel Holdings Ltd. has sole power to vote or direct the vote of 108,715 shares.

 

 

 

 

 (ii) Shared power to vote or to direct the vote:

 

 

 

 

 Brian Skidmore and Melanie Skidmore have shared power to vote or direct the vote of 233,465 shares.

 

 

  

 

 Bri-Mel Holdings does not have shared power to vote any shares.


 
6
 
 

 

 

 (iii) Sole power to dispose or to direct the disposition of:

 

 

 

 

 Brian Skidmore has sole power to dispose or direct the disposition of 164,300 shares.

 

 

 

 

 Melanie Skidmore has sole power to dispose or direct the disposition of 157,525 shares.

 

 

 

 

 Bri-Mel Holdings Ltd. has sole power to dispose or direct the disposition of 108,715 shares.

 

 

 

 

 (iv) Shared power to dispose or to direct the disposition of:

 

 

 

 

 

Brian Skidmore and Melanie Skidmore have shared power to dispose or to direct the disposition of 233,465 shares.

 

 

  

 

 

Bri-Mel Holdings does not have shared power to dispose or direct the disposition of any shares.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

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 or Control Person.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

See Exhibit “B”.

 

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, other than activities solely in connection with a nomination under §240.14a-11.


 
7
 
 

 

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: June 28, 2017

 

 

/s/ Brian Skidmore

 

Brian Skidmore
 

 

/s/ Melanie Skidmore

 

Melanie Skidmore
 

Bri-Mel Holdings Ltd.
 

By:

/s/ Brian Skidmore

 

Brian Skidmore, President

 
 
8
 
 

 

EXHIBIT “A”

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stock of Immune Pharmaceuticals Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit “A” to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement this 28th day of June, 2017.

 

 

/s/ Brian Skidmore

 

Brian Skidmore
 

 

/s/ Melanie Skidmore

 

Melanie Skidmore
 

Bri-Mel Holdings Ltd.
 

By:

/s/ Brian Skidmore

 

Brian Skidmore, President

 
 
9
 
 

 

EXHIBIT “B”

 

Brian Skidmore

 

Melanie Skidmore

 

Bri-Mel Holdings Ltd.

 

 

10