0001415889-16-004679.txt : 20160208 0001415889-16-004679.hdr.sgml : 20160208 20160208172406 ACCESSION NUMBER: 0001415889-16-004679 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160208 DATE AS OF CHANGE: 20160208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sevion Therapeutics, Inc. CENTRAL INDEX KEY: 0001035354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 841368850 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56243 FILM NUMBER: 161396493 BUSINESS ADDRESS: STREET 1: 4045 SORRENTO VALLEY BOULEVARD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 908-864-4444 MAIL ADDRESS: STREET 1: 4045 SORRENTO VALLEY BOULEVARD CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: SENESCO TECHNOLOGIES INC DATE OF NAME CHANGE: 19991006 FORMER COMPANY: FORMER CONFORMED NAME: NAVA LEISURE USA INC DATE OF NAME CHANGE: 19970310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Honig Barry C CENTRAL INDEX KEY: 0001373203 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 595 S FEDERAL HIGHWAY STREET 2: SUITE 600 CITY: BOCA RATON STATE: FL ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: Honig Barry R DATE OF NAME CHANGE: 20060818 SC 13G/A 1 sc13gahonig_feb2016.htm SC13GA sc13gahonig_feb2016.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
Amendment No. 5
To
SCHEDULE 13G
 (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)

SEVION THERAPEUTICS, INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

81834Q104
(CUSIP Number)

Copy to:
Barry Honig
555 South Federal Highway #450
Boca Raton, FL 33432
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2015

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ] Rule 13d-1(b)
[ x] Rule 13d-1(c)
[   ] Rule 13d-1(d)

 
 

 
 
 
CUSIP No. 81834Q104
 
 

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Barry Honig
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                        (a) ¨
                                                                                                                                                             (b) ¨
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
 
NUMBER OF SHARES
 
5
 
SOLE VOTING POWER
 
103,702(1)
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
 
1,289,046(2)(3)
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 
103,702(1)
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
 
1,289,046(2)(3)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,392,748(1)(2)(3)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.8% (Based on 20,420,608 shares outstanding as of October 31, 2015)
 
12
 
TYPE OF REPORTING PERSON*
 
IN

 
(1)
Excludes an aggregate of 28,460 common stock underlying warrants which contains a 4.99% beneficial ownership blocker.
 
 
(2)
Includes (i) 558,012 shares of common stock held by GRQ Consultants, Inc. 401K (“401K”), (ii) 368,583 shares of common stock held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth 401K”) and (iii) 362,451 shares of common stock held by Marlin Capital Investments, LLC (“Marlin”). Mr. Honig is the trustee of 401K and Roth 401K and the managing member of Marlin and in such capacities holds voting and dispositive power over the securities held by such entities.

 
(3)
Excludes (i) an aggregate of 229,642 shares of common stock underlying warrants held by 401K, (ii) an aggregate of 205,212 shares of common stock underlying warrants held by Roth 401K and (iii) an aggregate of 92,816 shares of common stock held by Marlin, all of which contain a 4.99% beneficial ownership blocker.

 
 

 
 
 
CUSIP No. 81834Q104
 
 

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
GRQ Consultants, Inc. 401K
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                        (a) ¨
                                                                                                                                                             (b) ¨
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
 
 
 
NUMBER OF SHARES
 
5
 
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
 
558,012(1)(2)
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
 
558,012 (1)(2)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
558,012 (1)(2)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
2.7% (Based on 20,420,608 shares outstanding as of October 31, 2015)
 
12
 
TYPE OF REPORTING PERSON*
 
OO

 
(1)
Mr. Honig is the trustee of 401K and in such capacity holds voting and dispositive power over the securities held by 401K.
 
 
(2)
Excludes an aggregate of 229,642 shares of common stock underlying warrants held by 401K which contains a 4.99% beneficial ownership blocker.

 
 

 
 
 
CUSIP No. 81834Q104
 
 

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
GRQ Consultants, Inc. Roth 401K FBO Barry Honig
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                        (a) ¨
                                                                                                                                                             (b) ¨
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
 
 
 
NUMBER OF SHARES
 
5
 
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
 
368,583(1)(2)
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
 
368,583(1)(2)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
368,583(1)(2)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.8% (Based on 20,420,608 shares outstanding as of October 31, 2015)
 
12
 
TYPE OF REPORTING PERSON*
 
OO

 
(1)
Mr. Honig is the trustee of Roth 401K and in such capacity holds voting and dispositive power over the securities held by Roth 401K.
 
 
(2)
Excludes an aggregate of 205,212 shares of common stock underlying warrants held by Roth 401K which contains a 4.99% beneficial ownership blocker.

 
 

 
 
 
CUSIP No. 81834Q104
 
 

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Marlin Capital Investments, LLC
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                        (a) ¨
                                                                                                                                                             (b) ¨
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
 
 
 
NUMBER OF SHARES
 
5
 
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
 
362,451(1)(2)
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
 
362,451(1)(2)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
362,451(1)(2)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.8% (Based on 20,420,608 shares outstanding as of October 31, 2015)
 
12
 
TYPE OF REPORTING PERSON*
 
OO

 
(1)
Mr. Honig is the managing member of Marlin and in such capacity holds voting and dispositive power over the securities held by Marlin.
 
 
(2)
Excludes an aggregate of 92,816 shares of common stock underlying warrants held by Marlin which contains a 4.99% beneficial ownership blocker.

 
 

 
 
Item 1(a).                 Name of Issuer:
 
Sevion Therapeutics, Inc., a Delaware corporation (“Issuer”)

Item 1(b).                 Address of Issuer's Principal Executive Offices:

4045 Sorrento Valley Boulevard
San Diego, CA 92121

Item 2(a).                 Name of Person Filing.

The statement is filed on behalf of Barry Honig (“Honig”), GRQ Consultants, Inc. 401K (“401K”), GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth 401K”) and Marlin Capital Investments, LLC (“Marlin”, and together with Honig, 401K and Roth 401K, the “Reporting Person”).

Item 2(b).                 Address of Principal Business Office or, if None, Residence.

555 South Federal Highway #450, Boca Raton, FL 33432

Item 2(c).                 Citizenship.

Barry Honig is a citizen of the United States. 401K, Roth 401K and Marlin are organized in the State of Florida.

Item 2(d).                 Title of Class of Securities.

Common Stock, par value $0.01 per share.

Item 2(e).                 CUSIP Number.

81834Q104

Item 3.                      Type of Person

Not applicable.

Item 4.                      Ownership.

(a) Amount beneficially owned: 1,392,748(1)(2)(3)

(b) Percent of class:  6.8% (Based on 20,420,608 shares outstanding as of October 31, 2015)

 
 

 
 
(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 103,702(1)

(ii) Shared power to vote or to direct the vote: 1,289,046(2)(3)

(iii) Sole power to dispose or to direct the disposition of: 103,702(1)

(iv) Shared power to dispose or to direct the disposition of: 1,289,046(2)(3)

 
(1)
Excludes an aggregate of 28,460 common stock underlying warrants which contains a 4.99% beneficial ownership blocker.

 
(2)
Includes (i) 558,012 shares of common stock held by 401K, (ii) 368,583 shares of common stock held by Roth 401K and (iii) 362,451 shares of common stock held by Marlin. Mr. Honig is the trustee of 401K and Roth 401K and the managing member of Marlin and in such capacities holds voting and dispositive power over the securities held by such entities.

 
(3)
Excludes (i) an aggregate of 229,642 shares of common stock underlying warrants held by 401K, (ii) an aggregate of 205,212 shares of common stock underlying warrants held by Roth 401K and (iii) an aggregate of 92,816 shares of common stock held by Marlin, all of which contain a 4.99% beneficial ownership blocker.

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 by the Parent Holding Company.
 
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.                    Certifications.

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.

       
Date: February 8, 2016
By: 
/s/ Barry Honig
 
   
Barry Honig
 
       
       
   
GRQ Consultants, Inc. 401K
 
       
Date: February 8, 2016
By: 
/s/ Barry Honig
 
   
Barry Honig, Trustee
 
       
       
   
GRQ Consultants, Inc. Roth 401K FBO Barry Honig
 
       
Date: February 8, 2016
By: 
/s/ Barry Honig
 
   
Barry Honig, Trustee
 
 
   
Marlin Capital Investments, LLC
     
Date: February 8, 2016
By: 
/s/ Barry Honig
   
Barry Honig, Managing Member