SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on November 18, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
iBio, Inc.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
45107K102
(CUSIP Number)
Carl DeSantis
c/o CDS International Holdings, Inc.
3299 NW 2nd Ave
Boca Raton, FL 33431
(561) 705-0394
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
CDS International Holdings, Inc.
Attn: William Milmoe
3299 NW 2nd Ave
Boca Raton, FL 33431
November 18, 2014
(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.
(Continued on following pages)
(Page 1 of 7 Pages)
CUSIP No. 45107K102
13D
Page 2 of 7 Pages
1.
NAME OF REPORTING PERSON
Carl DeSantis
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)
00
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
6,125
8.
SHARED VOTING POWER
5,008,748
9.
SOLE DISPOSITIVE POWER
6,125
10.
SHARED DISPOSITIVE POWER
5,008,748
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,014,873
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ?
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.97%
14.
TYPE OF REPORTING PERSON (see instructions)
IN
_________________________________________________________________
CUSIP No. 45107K102
13D
Page 3 of 7 Pages
1.
NAME OF REPORTING PERSON
DeSantis Revocable Trust
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)
00
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
2,211,479
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
2,211,497
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,479
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions) ?
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.08%
14.
TYPE OF REPORTING PERSON (see instructions)
OO
CUSIP No. 45107K102
13D
Page 4 of 7 Pages
1.
NAME OF REPORTING PERSON
CD Financial, LLC
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)
00
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
1,530,563
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
1,530,563
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,563
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES(see instructions) ?
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.13%
14.
TYPE OF REPORTING PERSON (see instructions)
OO
CUSIP No. 45107K102
13D
Page 5 of 7 Pages
Item 1. Security and Issuer.
This Amendment No. 3 updates and amends certain information initially
reported in the Statement of Beneficial Ownership on Schedule 13D filed
with the Securities and Exchange Commission on June 13, 2013, as amended
by Amendment No. 1 dated August 13, 2013, and Amendment No. 2 dated
September 29, 2014, by Carl DeSantis, CD Financial,
LLC and the DeSantis Revocable Trust (the "Schedule 13D") in connection
with the ownership of shares of common stock, par value $0.001 per share
(the "Common Stock") of iBio, Inc., a Delaware corporation(the "Issuer"),
by Carl DeSantis, the DeSantis Revocable Trust and CD Financial, LLC
("CD Financial"). Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the same meaning ascribed to them in
the Schedule 13D.
Item 3. Source or Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated
in its entirety as follows:
All of the securities reported on this Statement owned by Carl
DeSantis and CD Financial, LLC were acquired as a result of the
spin-off (the "Spin-Off") of the Issuer from Integrated BioPharma,
except for 63,100 shares of Common Stock acquired by CD Financial
subsequent to the Spin-Off in August 2010 in a private transaction.
The shares of the Issuer were distributed to all of the
stockholders of record of Integrated BioPharma as of August 12, 2008.
Integrated BioPharma's stockholders received one Share of the
Issuer's Common Stock for every one share of Integrated BioPharma
common stock owned by them at the close of business on August 12, 2008.
The date of distribution of the Issuers Common Stock was August 18, 2008.
1,098,219 shares of the securities reported on this Statement
owned by the DeSantis Revocable Trust were acquired by DeSantis Revocable
Trust from CDS Group Holdings, LLC ("CDS Group") in a private transaction
in August 2008. CDS Group acquired such securities as a result of the
Spin-Off. 1,113,260 shares of the securities reported on this Statement
owned by the DeSantis Revocable Trust were acquired by DeSantis Revocable
Trust in July 2013 in a private transaction for a purchase price of
$0.52 per share.
Except as provided in the preceding paragraph, no funds or other
consideration was used by any of the Reporting Persons to acquire the
shares subject hereof, and no funds or other consideration were
borrowed or otherwise obtained for the purpose of acquiring, holding,
trading, or voting the shares subject hereto.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) The Reporting Persons may be deemed to have beneficial
ownership of 5,014,873 shares of Common Stock of the Issuer, representing
approximately 6.97% of the Issuer's outstanding shares of Common Stock
(the percentage of shares owned being based upon 71,901,358 shares
outstanding on November 14, 2014 as
reported on the Issuer's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2014, filed with the Securities and Exchange Commission
on November 14, 2014). The percentage of ownership reported above in this
Item 5(a) was calculated in accordance with Rule 13d-3(d)(1)(i)
promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) Carl DeSantis holds sole voting and dispositive power
with respect to, and directly beneficially owns in the aggregate,
6,125 shares of Common Stock. CD Financial owns 1,530,563 shares
of Common Stock, of which Carl DeSantis may be deemed to be the
indirect beneficial owner (as that term is defined under Rule 13d-3
under the Exchange Act) by virtue of the fact that he has the
power to make decisions at CD Financial. Carl DeSantis may
CUSIP No. 45107K102
13D
Page 6 of 7 Pages
additionally be deemed to share beneficial ownership as well as voting
and dispositive power with the DeSantis Revocable Trust with respect
to 2,211,479 shares of Common Stock as Carl DeSantis is the trustee of
the DeSantis
Revocable Trust. As a holder of greater than 10% of the outstanding
shares of Integrated BioPharma, Carl DeSantis may also be deemed to
share beneficial ownership of the 1,266,706 shares held by Integrated
BioPharma.
CD Financial holds shared voting and dispositive power with respect
to, and directly beneficially owns in the aggregate, 1,530,417 shares of
Common Stock. CD Financial may be deemed to share beneficial ownership as
well as voting and dispositive power with respect to such Common Stock with
Carl DeSantis who has the power to make decisions at CD Financial.
The DeSantis Revocable Trust holds shared voting and dispositive power
with respect to, and directly beneficially owns in the aggregate, 2,211,479
shares of Common Stock. The DeSantis Revocable Trust may be deemed to share
beneficial ownership as well as voting and dispositive power with respect to
such Common Stock with Carl DeSantis, who is the trustee of the DeSantis
Revocable Trust.
(c) Carl DeSantis and CD Financial have not effected any transaction
in the Common Stock of the Issuer directly owned by them in the
past sixty days.
The DeSantis Revocable Trust has effected the following transactions in the
Common Stock of the Issuer within the past sixty days:
(i) On October 6, 2014 the DeSantis Revocable Trust sold 65,330
shares of Common Stock of the Issuer in a private sale for a sale price
of $0.89
per share.
(ii) On October 10, 2014 the DeSantis Revocable Trust sold 100,000
shares of Common Stock of the Issuer in a private sale for a sale price
of $1.02
per share.
(iii) On October 13, 2014 the DeSantis Revocable Trust sold
50,000 shares of Common Stock of the Issuer in a private sale for a
sale price of
$2.33 per share.
(iv) On October 14, 2014 the DeSantis Revocable Trust sold
6,572 shares of Common Stock of the Issuer in a private sale for a
sale price of
$1.74 per share.
(v) On October 16, 2014 the DeSantis Revocable Trust sold
93,428 shares of Common Stock of the Issuer in a private sale for a
sale price of
$1.83 per share.
(vi) On October 16, 2014 the DeSantis Revocable Trust sold
100,000 shares of Common Stock of the Issuer in a private sale for a
sale price of
$1.83 per share.
(vii) On October 17, 2014 the DeSantis Revocable Trust sold
100,000 shares of Common Stock of the Issuer in a private sale for a
sale price of
$2.56 per share.
(viii) On November 11, 2014 the DeSantis Revocable Trust sold
100,000 shares of Common Stock of the Issuer in a private sale for a
sale price of
$1.25 per share.
(d) With the exception of the 1,266,706 shares held by Integrated BioPharma,
of which Carl DeSantis may be deemed to share beneficial ownership, no
person other
than the Reporting Persons has the right to receive or the power to direct
the receipt
of dividends from, or the proceeds from the sale of, the Common Stock
covered by
this Statement.
(e) Not applicable.
CUSIP No. 45107K102
13D
Page 7 of 7 Pages
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.
Dated: November 18, 2014
/s/Carl DeSantis
Carl DeSantis, individually
DeSantis
Revocable Trust
Dated:
November 18, 2014
By: /s/Carl DeSantis
Name: Carl DeSantis
Title: Trustee
CD Financial, LLC
Dated:
November 29, 2014
By: /s/Carl DeSantis
Name: Carl DeSantis
Title: Manager