Unassociated Document
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. 3)*
ADEONA
PHARMACEUTICALS, INC.
(NAME
OF ISSUER)
COMMON
STOCK, $.001 PAR VALUE PER SHARE
(TITLE
OF CLASS OF SECURITIES)
00685T108
(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)
October
17, 2008
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d(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 Section 240.13d-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 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.
00685T108
1. NAME
OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON: Nicholas Stergis
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:
|
215,278
shares*
|
| 8. SHARED
VOTING POWER: |
1,709,361
shares**
|
| 9. SOLE
DISPOSITIVE POWER: |
215,278
shares*
|
| 10. SHARED
DISPOSITIVE POWER |
1,709,361
shares**
|
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON:
|
1,924,639
shares
|
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES:* / /
|
|
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT
IN ROW (11):
|
8.99%***
|
| 14. TYPE OF
REPORTING PERSON*: |
IN |
| * |
Represents
215,278 shares issuable upon the exercise of presently exercisable options
held solely in Mr. Stergis’s name. This excludes 584,722 stock options
that are not presently exercisable that are held solely in Mr. Stergis’s
name. |
|
**
|
Consists
of 1,355,292 shares of common stock and 354,069 warrants to purchase
shares of common stock held as tenants by the entirety with Mr. Stergis’s
wife, Jennifer Stergis.
|
| *** |
Based
upon an aggregate of 20,838,528 shares of common stock outstanding as of
October 17, 2008. |
CUSIP NO.
00685T108
1. NAME
OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON: Jennifer Stergis
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a)
/ /
(b)
/X/
3. SEC
USE ONLY
4. SOURCE
OF FUNDS: N/A
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: |
1,709,361
shares*
|
| 9. SOLE
DISPOSITIVE POWER: |
0
shares
|
| 10. SHARED
DISPOSITIVE POWER |
1,709,361
shares*
|
|
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON:
|
1,709,361
shares*
|
|
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES:* / /
|
|
|
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT
IN ROW (11):
|
8.07**
|
| 14. TYPE OF
REPORTING PERSON*: |
IN |
|
*
|
Consists
of 1,355,292 shares of common stock and 354,069 warrants to purchase
shares of common stock held as tenants by the entirety with Mr. Stergis’s
wife, Jennifer Stergis.
|
| ** |
Based
upon an aggregate of 20,838,528 shares of common stock outstanding as of
October 17, 2008. |
CUSIP NO.
00685T108
This
Amendment No. 3 is being filed by Mr. and Mrs. Stergis as tenants by the
entirety. Mr. Stergis filed an original Schedule 13D dated November 17, 2006,
Amendment No. 1 dated March 9, 2007 and Amendment No. 2 dated July 14,
2008.
Item
1. Security and Issuer.
This
Statement on Schedule 13D relates to the common shares, $.001 par value
(the "Common Shares"), of Adeona Pharmaceuticals, Inc., a Delaware corporation,
with principal executive offices located at 3930 Varsity Drive, Ann Arbor, MI
48108 (the "Issuer").
Item
2. Identity and Background.
(a)
This Schedule 13D is being filed jointly on behalf of Nicholas Stergis and
Jennifer Stergis as tenants by the entirety.
Mr. and
Mrs. Stergis are filing this statement pursuant to Rule 13d-1(a) under the
Exchange Act of 1934, as amended. By the signature on this Statement,
Mr. and Mrs. Stergis agree that this Statement is filed on their
behalf.
(b)
The principal business address of Mr. Stergis is c/o Adeona Pharmaceuticals,
3930 Varsity Drive, Ann Arbor, MI 48108. The principal business address of Mrs.
Stergis is c/o Coldwell Banker, 1500 San Remo, Coral Gables, Florida
33146.
(c) Mr. Stergis's
present occupation is Chief Executive Officer of Adeona
Pharmaceuticals, Inc. Mrs. Stergis’s present occupation is a real estate
agent.
(d)
During the last five years, Mr. and Mrs. Stergis have not been convicted in a
criminal proceeding.
(e)
During the last five years, neither Mr. nor Mrs. Stergis have 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.
(f)
Mr. and Mrs. Stergis are both citizens of the United States of
America.
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
CUSIP NO.
00685T108
converted
into one common share of the Issuer. As a result, Mr. Stergis acquired 1,355,292
of the Issuer's common shares. All of these shares were initially acquired from
Pipex Therapeutics, Inc. in exchange for a cash investment.
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. Stergis received 346,418 warrants to purchase 364,418
shares of the Issuer’s common stock at $2.22 per share in his capacity as the
Managing Director of AEI.
Mr. Stergis received on January 7, 2007 7,651 warrants to
purchase 7,651 shares of the Issuer’s common stock at an exercise price of $3.30
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.
Stergis was awarded by the Issuer’s Board of Directors on July 8, 2008 800,000
stock options to purchase 800,000 shares of the Issuer’s common stock at an
exercise price of $.72. One-quarter of these options vested on the date of
grant. The remainder will vest quarterly in equal increments over the next three
years. These options will also vest in full should the Issuer be
acquired.
Item
4. Purpose of the Transaction.
Mr. Stergis
purchased all of the common shares for investment purposes. He is now amending
his Schedule 13D to report that he now holds the securities as tenants by the
entirety with his wife, Jennifer
Stergis. Mr.Stergis 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.
Mr. Stergis
does 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 other material change in the issuer’s business or corporate
structure;
CUSIP NO.
00685T108
(g)
any change in the Issuer's charter or by-laws which may impede the
acquisition
of control of the Issuer by any person;
(h)
causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i)
a class of equity securities of the issuer becoming eligible for termination of
registration pursuant to Sectiono 12(g))(4) of the Act; or
(j)
any action similar to any of those enumerated above.
Mr. Stergis, however, in
his capacity as Chief Executive
Officer of the Issuer,
consistently evaluates potential merger 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 Mr. and Mrs. Stergis holds
are the interests which have been described above in Item 3.
As
of the date hereof, the Issuer has 20,838,528 common shares issued and
outstanding.
Mr. Stergis has shared voting power and
shared dispositive power over 1,709,361 common shares of the Issuer and sole
voting power and dispositive power over 215,278 shares of the
Issuer. As a result, Mr. Stergis beneficially owns
approximately 8.99% of the Issuer's outstanding common shares.
Mrs.
Stergis has shared voting and shared dispositive power over 1, 709, 361 common
shares of the Issuer. As a result, Mrs. Stergis beneficially owns approximately
8.07% of the Issuer’s outstanding common shares.
The
following transactions in the Issuer's common stock have been
effected
during the past 60 days by Mr. and/or Mrs. Stergis:
None.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect
to Securities of the Issuer.
There
are no written contracts, arrangements, understandings or relationships other
than the attached Joint Filing Agreement with respect to the securities of the
Issuer to which Mr. or Mrs. Stergis are a party. Mr. and Mrs. Stergis
are husband and wife and hold the securities of the Issuer as joint
tenants by entirety.
Item
7. Material to be Filed as Exhibits
The
following document is filed as an exhibit:
1.
Joint Filing Agreement
CUSIP NO.
00685T108
Signatures
After
due 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 October 27, 2008
/s/
Nicholas Stergis
------------------------------
Nicholas
Stergis
/s/
Jennifer Stergis
------------------------------
Jennifer Stergis