UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 13D
_________________________
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
PIPEX PHARMACEUTICALS, INC.
(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
724153 10 1
(CUSIP NUMBER)
HANK GRACIN, ESQ.
LEHMAN & EILEN LLP
MISSION BAY OFFICE PLAZA
SUITE 300
20283 STATE ROAD 7
BOCA RATON, FL 33498
(561) 237-0804
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATION)
JANUARY 7, 2007
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(d), 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 ss.24013d-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 the 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. 724153 10 1 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steve H. Kanzer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 24,991,448 shares*
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER 24,991,448 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 24,991,448 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 45.84%
14. TYPE OF REPORTING PERSON: IN
* Consists of 21,259,138 common shares and 2,497,817 warrants to purchase common
shares through Accredited Venture Capital LLC and 195,238 common shares and
1,039,255 warrants to purchase common shares directly.
CUSIP NO. 724153 10 1 13D Page 3 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Accredited Venture Capital, LLC EIN 22-3821141
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 23,756,955 shares*
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER 23,756,955 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 23,756,955 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 44.42%
14. TYPE OF REPORTING PERSON*: OO
* Consists of 21, 259,138 common shares and 2,497,817 warrants to purchase
common shares.
CUSIP NO. 724153 10 1 13D Page 4 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Pharmainvestors, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 23,756,955 shares*
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER 23,756,955 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 23,756,955 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 44.42%
14. TYPE OF REPORTING PERSON*: OO
* Consists of 21,259,138 common shares and 2,497,817 warrants to purchase common
shares through Accredited Venture Capital LLC.
CUSIP NO. 724153 10 1 13D Page 5 of 9 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common shares, $.001 par
value (the "Common Shares"), of Pipex Pharmaceuticals, Inc., a Delaware
corporation, with principal executive offices located at 3985 Research Park
Drive, Ann Arbor, MI 48108 (the "Issuer").
Item 2. Identity and Background.
(a) This Amendment to Schedule 13D is being filed on behalf of
Accredited Venture Capital, LLC, a Delaware limited liability company,
Pharmainvestors, LLC, a Delaware limited liability company and the Managing
Member of Accredited Venture Capital, LLC, and Steve H. Kanzer, Managing Member
of Pharmainvestors, LLC (together, the "Reporting Persons").
The Reporting Persons are filing this statement pursuant to Rule
13d-1(a) under the Exchange Act of 1934, as amended. By their signatures on this
Statement, the Reporting Persons agree that this Statement is filed on their
behalf.
(b) The principal business of Accredited Venture Capital, LLC is making
and managing investments in the biotechnology sector.
(c) The principal business of Pharmainvestors, LLC is making and
managing investments in the biotechnology sector.
(d) Mr. Kanzer's present occupation is Chief Executive Officer of the
Issuer. The principal business address of Mr. Kanzer is 3985 Research Park
Drive, Ann Arbor MI 48108. Mr. Kanzer is a citizen of the United States of
America.
(e) None of the persons referred to above has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations).
(f) None of the persons referred to above has, during the last five
years, 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 or, prohibiting
or mandating activities subject to, United States Federal or State securities
laws or finding any violation with respect to such laws.
CUSIP NO. 724153 10 1 13D Page 6 of 9 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Effective October 31, 2006, Pipex Therapeutics, Inc., a Delaware
corporation, became a wholly owned subsidiary of the Issuer, when it merged with
and into Pipex Therapeutics Acquisition Corp., a wholly owned subsidiary of the
Issuer. At the effective time of the merger, every share of Pipex Therapeutics
Inc.'s issued and outstanding common shares were cancelled and converted into
one common share of the Issuer. As a result, the Reporting Persons acquired
21,259,138 of the Issuer's common shares. All of these shares were initially
acquired from Pipex Therapeutics, Inc. in exchange for a cash investment.
In addition, at the effective time of the merger, each warrant to
purchase shares of Pipex Therapeutics, Inc.'s common shares was converted into
the right to receive, upon exercise of such warrant, an equal number of shares
of the Issuer's common shares. As a result, the Reporting Persons' warrants to
purchase 2,497,817 shares of Pipex Therapeutics, Inc.'s common shares, at an
average exercise price of approximately $.74 per share, were converted into an
equal number of warrants to purchase common shares of the Issuer.
In October and November 2006, the Issuer completed a private placement
with Accredited Equities Inc. ("AEI") as its placement agent. In connection with
this private placement, Mr. Kanzer received 1,016,302 warrants to purchase
1,016,302 shares of the Issuer's common stock at $.74 per share in his capacity
as the Chairman of AEI.
Mr. Kanzer received on January 7, 2007 22,953 warrants to purchase
22,953 shares of the Issuer's common stock at an exercise price of $1.10 in
exchange for previously issued warrants to purchase common stock shares of
Effective Pharmaceuticals, Inc. ("EPI") in connection with the Issuer's
acquisition of EPI.
Mr. Kanzer purchased on February 21, 2007 95,238 shares of the Issuer's
common stock for $1.05 per share in a privately negotiated transaction with an
institutional seller.
Mr. Kanzer purchased on February 27, 2007 an additional 100,000 shares
of the Issuer's common stock for $1.25 per share in a privately negotiated
transaction with an institutional seller.
Item 4. Purpose of the Transaction.
The Reporting Persons purchased the common shares and warrants for
investment purposes. The Reporting Persons may acquire additional common shares
of the Issuer or securities convertible into common shares of the Issuer, or may
dispose of the same, through market transactions or otherwise.
CUSIP NO. 724153 10 1 13D Page 7 of 9 Pages
The Reporting Persons do not have any current definite plans or
proposals which would relate to or result in:
(a) the acquisition or disposition of securities of the Issuer other
than as herein disclosed;
(b) an extraordinary corporate transaction such as a merger;
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any changes in the present board of directors or management of the
Issuer;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any changes in the Issuer's charter or by-laws which may impede the
acquisition of control of the Issuer by any person;
(g) Any action similar to any of those enumerated above.
Mr. Kanzer, however, in his capacity as Chief Executive Officer of the
Issuer, consistently evaluates potential acquisition candidates and capital
raising transactions on behalf of the Issuer.
Item 5. Interest in Securities of the Issuer.
The only interest in the securities of the Issuer which the Reporting
Persons hold are the interests which have been described in Item 3.
(a) As of the date hereof, the Issuer has 50,979,171 common shares
issued and outstanding.
(b) Assuming the exercise in full of the aggregate number of warrants
held by the Reporting Persons, the Reporting Persons have shared voting power
and shared dispositive power over 24,991,448 common shares of the Issuer. As a
result, the Reporting Persons beneficially own approximately 45.84% of the
Issuer's outstanding common shares.
CUSIP NO. 724153 10 1 13D Page 8 of 9 Pages
(c) The following transactions in the Issuer's common stock have been
effected during the past 60 days by the Reporting Persons:
Mr. Kanzer purchased on February 21, 2007 95,238 shares of the Issuer's
common stock for $1.05 per share in a privately negotiated transaction with an
institutional seller.
Mr. Kanzer purchased on February 27, 2007 100,000 shares of the
Issuer's common stock for $1.25 per share in a privately negotiated transaction
with an institutional seller.
(d) The only interest in the securities of the Issuer which the
Reporting Persons hold are the interests which have been described above in Item
3.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
None.
CUSIP NO. 724153 10 1 13D Page 4 of 9 Pages
Signatures
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: As of March 9, 2007
/s/Steve H. Kanzer ACCREDITED VENTURE CAPITAL, LLC
-----------------
Steve H. Kanzer By: Pharmainvestors, LLC
Its: Managing Member
By: /s/ Steve H. Kanzer
-----------------------
Steve H. Kanzer
Managing Member
PHARMAINVESTORS, LLC
By: /s/ Steve H. Kanzer
--------------------
Steve H. Kanzer
Managing Member