UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
| Stellar Biotechnologies 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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| 85855A 10 4 |
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| (CUSIP Number) |
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| September 9, 2013 |
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| (Date of Event which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule to which this Schedule is filed:
o
Rule 13d-1 (b)
þ
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 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).
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 | SEC USE ONLY |
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4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER |
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6 | SHARED VOTING POWER | |
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7 | SOLE DISPOSITIVE POWER | |
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8 | SHARED DISPOSITIVE POWER |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
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11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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12 | TYPE OF REPORTING PERSON (see instructions) |
* On September 9, 2013, Amaran acquired beneficial ownership and control of 4,761,905 common shares and 2,380,953 common stock purchase warrants. The securities were acquired pursuant to a private placement of 4,761,905 common stock units at a price of $1.05 per unit, with each unit consisting of one common share and one half of a share purchase warrant. Each full warrant entitles the holder to purchase one additional share of Stellar’s common stock at a purchase price of US$1.35 for a period of three years from the issuance date of the warrants. Concurrent with the private placement, Amaran executed a lock-up agreement wherein they agreed, subject to certain exceptions, not to sell the securities of Stellar acquired pursuant to the private placement for a period of 18 months from closing.
Item 1(a).
Name of Issuer:
Stellar Biotechnologies, Inc.
Item 1(b)
Address of Issuer’s Principal Executive Offices:
332 E. Scott Street
Port Hueneme, CA 93041
Item 2(a).
Name of Person Filing:
Amaran Biotechology Inc.
Item 2(b).
Address of Principal Business Office or, if None, Residence:
11F-1, No. 308, Sec. 2
BaDe Road, ZhongShan District
Taipei City, 10492
Taiwan (R.O.C.)
Item 2(c).
Citizenship:
Amaran Biotechnologies Inc. is a Taiwan (R.O.C.) Corporation
Item 2(d).
Title of Class of Securities:
Common Stock, no par value
Item 2(e).
CUSIP No.:
85855A 10 4
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4.
Ownership
(a)
Amount beneficially owned:
7,142,858 (4,761,905 common shares and 2,380,953 warrants)
(b)
Percent of Class:
10.19%
(c)
Number of shares to which each person has:
(i)
Sole power to vote or direct the vote:
7,142,858 (4,761,905 common shares and 2,380,953 warrants)
(ii)
Shared power to vote or direct the vote:
N/A
(iii)
Sole power to dispose or to direct the disposition of:
7,142,858 (4,761,905 common shares and 2,380,953 warrants)
(iv)
Shared power to dispose or to direct the disposition of:
N/A
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 or Control Person:
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.
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.
Amaran Biotechnology Inc.
Date:
September 23, 2013
Signed /s/ "Tessie Che"
Tessie Che,
Chair of the Board of Directors