UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
STELLAR BIOTECHNOLOGIES, INC.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
85855A 10 4
(CUSIP Number)
Frank R. Oakes
c/o Stellar Biotechnologies, Inc.
332 East Scott Street
Port Hueneme, California 93041
(805) 488-2800
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September 1, 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 Rule 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).
| CUSIP No. 85855A 10 4 | SCHEDULE 13D | Page 2 of 8 |
| 1. | NAME OF REPORTING PERSON:
Frank R. Oakes | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3. | SEC USE ONLY | ||
| 4. | SOURCE OF FUNDS
OO, PF | ||
| 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 of America | ||
|
NUMBER OF SHARES |
7. |
SOLE VOTING POWER 5,343,846 (1) | |
|
BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 0 | |
|
EACH REPORTING PERSON |
9. |
SOLE DISPOSITIVE POWER 3,843,846 (2) | |
| WITH | 10. |
SHARED DISPOSITIVE POWER 0 | |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,343,846 (1) | ||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x | ||
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%, based on 79,121,650 common shares of the Issuer issued and outstanding as of November 1, 2014 | ||
| 14. |
TYPE OF REPORTING PERSON
IN | ||
| (1) | Beneficial ownership of common shares of the Issuer (i) includes 1,836,200 common shares issuable upon the exercise of outstanding options and 40,000 common shares issuable upon exercise of outstanding warrants; and (ii) excludes 464,273 common shares and 50,000 common shares issuable upon the exercise of outstanding options which are held by the Reporting Person’s spouse who has sole voting and dispositive power over the securities, and as to which the Reporting Person disclaims beneficial ownership. The Reporting Person does not have the power to vote or dispose of, or to direct the voting or disposition of, the shares held by his spouse, or with respect to any shares acquired under her outstanding options. |
| (2) | The Reporting Person does not have the power to dispose of, or to direct the disposition of, up to 1,500,000 common shares which are covered by exercisable call options whereby two investors have the right to purchase, and the Reporting Person has an obligation to sell, up to an aggregate of 1,500,000 of the Reporting Person’s common shares at a price of $0.25 per share. |
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EXPLANATORY NOTE
This Amendment No. 1 to the Schedule 13D amends the Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission on September 29, 2014 (the “Original Schedule 13D”) with respect to common shares of the Issuer. This Amendment No. 1 is being filed to amend Item 9 in the table above and the disclosure in Items 5, 6 and 7 of the Schedule 13D to reflect pre-existing call options (obligations to sell) over certain of the Reporting Person’s common shares of the Issuer, which were inadvertently omitted from the Original Schedule 13D. The other Items of the Original Schedule 13D remain unchanged and are included in this Amendment No. 1 for the sake of completeness.
| CUSIP No. 85855A 10 4 | SCHEDULE 13D | Page 4 of 7 |
item 1. security and issuer.
This Amendment No. 1 to the Schedule 13D (this “Schedule 13D”) relates to the common shares, without par value, of Stellar Biotechnologies Inc., a British Columbia corporation (the “Issuer”). The principal executive offices of the Issuer are located at 332 E. Scott Street, Port Hueneme, CA 93041.
Item 2. identity and background.
| (a) | This Schedule 13D is being filed by Frank R. Oakes (the “Reporting Person”). |
| (b) | The principal business address for the Reporting Person is c/o Stellar Biotechnologies Inc., 332 E. Scott Street, Port Hueneme, CA 93041. |
| (c) | The Reporting Person is President and Chief Executive Officer of the Issuer, and a member of the Issuer’s board of directors. |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States of America. |
Item 3. source and amount of funds or other consideration.
The Reporting Person initially acquired 4,005,979 common shares and 1,075,000 stock options to purchase the Issuer’s common shares as a result of the Issuer’s qualifying transaction in April 2010 through a reverse merger transaction with Stellar Biotechnologies Inc., a California corporation of which the Reporting Person was affiliated, and has since disposed of an aggregate of 618,333 common shares. He received 801,200 stock options to purchase the Issuer’s common shares through his employment with the Issuer during the period commencing April 2010 to present. On June 14, 2012, using personal funds, the Reporting Person exercised options to purchase 40,000 common shares at price per share of C$0.28. He purchased 40,000 common shares and warrants to purchase 40,000 common shares in the Issuer’s January 2013 private placement.
ITEM 4. PURPOSE OF TRANSACTION.
As described herein, the securities deemed to be beneficially owned by the Reporting Person were originally acquired in connection with (i) the Issuer’s qualifying transaction through a reverse merger transaction with Stellar Biotechnologies Inc., a California corporation, in April 2010; (ii) his services as President and Chief Executive Officer of the Issuer, and a member of the Issuer’s board of directors; and (iii) a private placement conducted by the Issuer in January 2013.
As part of his role with the Issuer, the Reporting Person continuously assesses the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. The Reporting Person does not currently have any specific plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
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The Reporting Person reserves the right to change plans and take any and all actions that he may deem appropriate to maximize the value of his investments in the Issuer, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by him, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Person in light of his general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
| (a) | The Reporting Person is the beneficial owner of 5,343,846 common shares, or 6.6% of the Issuer’s issued and outstanding shares, and such amount (i) includes 1,836,200 common shares issuable upon the exercise of outstanding options and 40,000 common shares issuable upon exercise of outstanding warrants; and (ii) excludes 464,273 common shares and 50,000 common shares issuable upon the exercise of outstanding options which are held by the Reporting Person’s spouse and as to which the Reporting Person disclaims beneficial ownership. There were 79,121,650 common shares of the Issuer issued and outstanding as of November 1, 2014. |
| (b) | The Reporting Person has the sole power to vote and dispose of 3,843,846 common shares of the Issuer, which includes 1,846,200 common shares issuable upon the exercise of outstanding options and 40,000 common shares issuable upon exercise of outstanding warrants. The Reporting Person does not have the power to dispose of, or to direct the disposition of, up to an aggregate of 1,500,000 common shares which are covered by exercisable call options whereby two unrelated and unaffiliated third parties have the right to purchase, and the Reporting Person has an obligation to sell, such common shares at an exercise price of $0.25 per share. The Reporting Person’s spouse has sole voting and dispositive power with respect to 464,273 common shares owned by her and as to any shares acquired by her under her outstanding options. |
| (c) | None, there have been no transactions by the Reporting Person that were effected during the past sixty days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| CUSIP No. 85855A 10 4 | SCHEDULE 13D | Page 6 of 7 |
Item 6. contracts, arrangements, understandings or relationships with respect to the securities of the issuer.
On November 26, 2012, the Reporting Person entered into two separate option agreements, pursuant to which he is obligated to sell (upon exercise of the options subject to each agreement in accordance with its terms) up to an aggregate of 1,500,000 common shares of the Issuer held by the Reporting Person. The respective optionees under the agreements are unrelated and unaffiliated third parties. The terms of the agreements are identical, except for the number of shares, wherein one agreement relates to the obligation to sell 900,000 common shares and the other relates to the obligation to sell 600,000 shares. The agreements are independent of each other and each optionee may exercise the respective call options, subject to certain limitations, at any time and from time to time at an exercise price of $0.25 per share. The call options subject to each agreement expire on November 25, 2015.
The foregoing description of the option agreements is qualified in its entirety by reference to the full texts of the agreements, which are filed herewith as Exhibits 1 and 2, respectively, and are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Option Agreement, by and among Darrell Brookstein, Frank Oakes and Jorge Vega, dated November 26, 2012 (filed herewith).
Exhibit 2 Option Agreement, by and among Darrell Brookstein, Frank Oakes and Rob Jennings, dated November 26, 2012 (filed herewith).
| CUSIP No. 85855A 10 4 | SCHEDULE 13D | Page 7 of 7 |
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: December 15, 2014
| /s/ Frank R. Oakes | ||
| Frank R. Oakes |
EXHIBIT 1
OPTION AGREEMENT
THIS OPTION AGREEMENT (“Agreement”) is made as of November 26, 2012 by and between, on the one hand, DARRELL BROOKSTEIN, an individual (“Brookstein”), and FRANK OAKES, an individual (“Oakes”) (individually, “Optionor” and collectively, “Optionors”), and, on the other hand, JORGE VEGA (“Optionee”), who agree as follows:
1. FACT RECITALS. This Agreement is made with reference to the following facts:
a. Optionors are shareholders of Stellar Biotechnologies, Inc. (the “Company”). Brookstein has agreed to grant Optionee an option to acquire up to six hundred thousand (600,000) shares of Company stock (the “Brookstein Shares”) and Oakes has agreed to grant Optionee an option to acquire nine hundred thousand (900,000) shares of Company stock (the “Oakes Shares” and collectively with the Brookstein Shares being the “Option Shares”).
b. The purpose for this Agreement is to vest in Optionee the right to acquire the Option Shares.
2. GRANT OF OPTION. For valuable consideration recited herein, receipt of which is hereby acknowledged, Optionors hereby grants to Optionee the option to acquire the Option Shares (the “Option”). The Option is granted on the following terms and conditions:
c. Option Price. The purchase price per Option Shares shall be Twenty-Five Cents ($0.25) per share.
d. Time of Exercise. Optionee shall have the right to exercise the Option at any time from and including the date of this Agreement until the first to occur of (1) all of the Option Shares have been purchased (on a first exercised basis) or (2) up to and including November 25, 2015.
e. Method of Exercise. Optionee shall exercise this Option, or part thereof, subject to a 500,000 share minimum, by delivering written notice of exercise to Ross J. Schwartz (“Option Holder”) along with a check for the payment of the purchase price in full. To the extent exercised, Option Holder shall debit the Option Shares on a pro rata basis based on Optionors’ relative ownership of the Option Shares.
f. Delivery of Title. So as to effect the transfer of the Option Shares from Optionors to Optionee in the event Optionee shall elect to exercise the Option, currently with the execution of this Agreement, Optionors shall deliver to Option Holder the original of the Share Certificates representing the Option Shares along with such instruments and documents as necessary to allow the Option Holder to effect a transfer of the Option Shares to the Optionee should the Option be exercised which Option Holder shall hold pursuant to the provisions of this Agreement. Should Optionee exercise the Option as provided herein, Option Holder shall be entitled to deliver the Share Certificate and the transfer documents to the Company’s stock transfer agent to allow a new Share Certificate representing the shares purchased to be issued in the purchasing Optionee’s name.
g. Special Powers of Attorney. Optionors hereby irrevocably constitute and appoint Option Holder as Optionors’ attorney-in-fact, in Optionors’ name, place and stead, with power and authority to execute, acknowledge and swear to in the execution, acknowledgment and filing of all documents that Option Holder deems necessary or advisable, in Option Holder’s sole and absolute discretion, to carry out the provisions of this Agreement and the transfer of the Option Shares as contemplated herein.
3. FURTHER ACTS. Each party further agrees to perform any further acts and sign and deliver any further documents that are reasonably necessary to carry out the provisions of this Agreement.
4. WAIVER OF CONFLICT/RELEASE AND INDEMNITY-OPTION HOLDER.
h. The parties acknowledge that Option Holder is also the attorney for Brookstein. The parties consent to Option Holder acting as such and waive any conflict of interest relative thereto. The parties agree not to name Option Holder in any legal action so long as Option Holder has reasonably complied with the provisions of this Agreement and has acted with reasonable good faith towards both parties.
i. The parties hereby release Option Holder from any liability whatsoever in carrying out the purpose of this Agreement, including that arising from his own negligence. However, the parties do not release Option Holder from any liability resulting from any gross negligence or willful misconduct.
j. The parties hereby agree, jointly and severally, to indemnify and hold Option Holder and Option Holder’s authorized employees and agents harmless from any liability, expense or other cost incurred by him as a result of his action as Option Holder under the terms and provisions of this Agreement, including, but not limited to, any attorneys fees incurred by Option Holder or his authorized agents and employees.
5. AMENDMENT. This Agreement shall be amended only by a writing signed by the parties. If such a written amendment is entered into, such written amendment shall modify only the provisions of this Agreement specifically modified and shall be deemed to incorporate by reference, unchanged, all remaining provisions of this Agreement.
6. GOVERNING LAW. This Agreement shall be governed under the laws of the State of California and jurisdiction shall lie exclusively in the State of California.
7. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties and supersedes any prior or contemporaneous written or oral agreements between the parties. There are no representations, warranties, agreements, arrangements, or understandings, oral or written, between the parties relating to the subject matter of this Agreement.
8. COUNTERPARTS. This Agreement may be signed in one (1) or more counterparts, each of which shall constitute an original but all of which together shall be one (1) and the same document.
| -2- |
| Optionors: | Optionee: | |
| /s/ Jorge Vega | ||
| DARRELL BROOKSTEIN | JORGE VEGA | |
| /s/ Frank Oakes | ||
| FRANK OAKES | ||
| AGREED AND APPROVED: | ||
| Option Holder: | ||
| ROSS J. SCHWARTZ |
To be completed for Darrell Brookstein and Frank Oakes
| STATE OF CALIFORNIA | ) |
| ) ss. | |
| COUNTY OF VENTURA | ) |
On January 16, 2013, before me, Crista Gonzalez, a notary public in and for said county and state, personally appeared Franklin R. Oakes, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
| /s/ Crista Gonzalez |
| STATE OF CALIFORNIA | ) |
| ) ss. | |
| COUNTY OF ________________ | ) |
On ________________________, before me, _________________________________, a notary public in and for said county and state, personally appeared ________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
| -3- |
EXHIBIT 2
OPTION AGREEMENT
THIS OPTION AGREEMENT (“Agreement”) is made as of November 26, 2012 by and between, on the one hand, DARRELL BROOKSTEIN, an individual (“Brookstein”), and FRANK OAKES, an individual (“Oakes”) (individually, “Optionor” and collectively, “Optionors”), and, on the other hand, ROB JENNINGS (“Optionee”), who agree as follows:
1. FACT RECITALS. This Agreement is made with reference to the following facts:
a. Optionors are shareholders of Stellar Biotechnologies, Inc. (the “Company”). Brookstein has agreed to grant Optionee an option to acquire up to four hundred thousand (400,000) shares of Company stock (the “Brookstein Shares”) and Oakes has agreed to grant Optionee an option to acquire six hundred thousand (600,000) shares of Company stock (the “Oakes Shares” and collectively with the Brookstein Shares being the “Option Shares”).
b. The purpose for this Agreement is to vest in Optionee the right to acquire the Option Shares.
2. GRANT OF OPTION. For valuable consideration recited herein, receipt of which is hereby acknowledged, Optionors hereby grants to Optionee the option to acquire the Option Shares (the “Option”). The Option is granted on the following terms and conditions:
c. Option Price. The purchase price per Option Shares shall be Twenty-Five Cents ($0.25) per share.
d. Time of Exercise. Optionee shall have the right to exercise the Option at any time from and including the date of this Agreement until the first to occur of (1) all of the Option Shares have been purchased (on a first exercised basis) or (2) up to and including November 25, 2015.
e. Method of Exercise. Optionee shall exercise this Option, or part thereof, subject to a 500,000 share minimum, by delivering written notice of exercise to Ross J. Schwartz (“Option Holder”) along with a check for the payment of the purchase price in full. To the extent exercised, Option Holder shall debit the Option Shares on a pro rata basis based on Optionors’ relative ownership of the Option Shares.
f. Delivery of Title. So as to effect the transfer of the Option Shares from Optionors to Optionee in the event Optionee shall elect to exercise the Option, currently with the execution of this Agreement, Optionors shall deliver to Option Holder the original of the Share Certificates representing the Option Shares along with such instruments and documents as necessary to allow the Option Holder to effect a transfer of the Option Shares to the Optionee should the Option be exercised which Option Holder shall hold pursuant to the provisions of this Agreement. Should Optionee exercise the Option as provided herein, Option Holder shall be entitled to deliver the Share Certificate and the transfer documents to the Company’s stock transfer agent to allow a new Share Certificate representing the shares purchased to be issued in the purchasing Optionee’s name.
g. Special Powers of Attorney. Optionors hereby irrevocably constitute and appoint Option Holder as Optionors’ attorney-in-fact, in Optionors’ name, place and stead, with power and authority to execute, acknowledge and swear to in the execution, acknowledgment and filing of all documents that Option Holder deems necessary or advisable, in Option Holder’s sole and absolute discretion, to carry out the provisions of this Agreement and the transfer of the Option Shares as contemplated herein.
3. FURTHER ACTS. Each party further agrees to perform any further acts and sign and deliver any further documents that are reasonably necessary to carry out the provisions of this Agreement.
4. WAIVER OF CONFLICT/RELEASE AND INDEMNITY-OPTION HOLDER.
h. The parties acknowledge that Option Holder is also the attorney for Brookstein. The parties consent to Option Holder acting as such and waive any conflict of interest relative thereto. The parties agree not to name Option Holder in any legal action so long as Option Holder has reasonably complied with the provisions of this Agreement and has acted with reasonable good faith towards both parties.
i. The parties hereby release Option Holder from any liability whatsoever in carrying out the purpose of this Agreement, including that arising from his own negligence. However, the parties do not release Option Holder from any liability resulting from any gross negligence or willful misconduct.
j. The parties hereby agree, jointly and severally, to indemnify and hold Option Holder and Option Holder’s authorized employees and agents harmless from any liability, expense or other cost incurred by him as a result of his action as Option Holder under the terms and provisions of this Agreement, including, but not limited to, any attorneys fees incurred by Option Holder or his authorized agents and employees.
5. AMENDMENT. This Agreement shall be amended only by a writing signed by the parties. If such a written amendment is entered into, such written amendment shall modify only the provisions of this Agreement specifically modified and shall be deemed to incorporate by reference, unchanged, all remaining provisions of this Agreement.
6. GOVERNING LAW. This Agreement shall be governed under the laws of the State of California and jurisdiction shall lie exclusively in the State of California.
7. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties and supersedes any prior or contemporaneous written or oral agreements between the parties. There are no representations, warranties, agreements, arrangements, or understandings, oral or written, between the parties relating to the subject matter of this Agreement.
8. COUNTERPARTS. This Agreement may be signed in one (1) or more counterparts, each of which shall constitute an original but all of which together shall be one (1) and the same document.
| -2- |
| Optionors: | Optionee: | |
| /s/ Rob Jennings | ||
| DARRELL BROOKSTEIN |
ROB JENNINGS | |
| /s/ Frank Oakes | ||
| FRANK OAKES | ||
| AGREED AND APPROVED: | ||
| Option Holder: | ||
| ROSS J. SCHWARTZ |
To be completed for Darrell Brookstein and Frank Oakes
| STATE OF CALIFORNIA | ) |
| ) ss. | |
| COUNTY OF VENTURA | ) |
On January 16, 2013, before me, Crista Gonzalez, a notary public in and for said county and state, personally appeared Franklin R. Oakes, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
| /s/ Crista Gonzalez |
| STATE OF CALIFORNIA | ) |
| ) ss. | |
| COUNTY OF ________________ | ) |
On ________________________, before me, _________________________________, a notary public in and for said county and state, personally appeared ________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
| -3- |