CUSIP No. | 829355205 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Atlas Sciences, LLc 82-0971739 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Utah | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6,029,641 | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
6,029,641 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,029,641 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
FOOTNOTES | |||||
* Reporting Person Atlas Sciences, LLC (“Atlas”) has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares that Atlas may own, would exceed such a cap. Atlas's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common stock beneficially owned by Atlas as of the date of this filing was 6,029,641 shares, which is 9.99% of the 60,356,776 shares outstanding on November 14, 2021 (as reported in the Issuer's Form 10-Q filed on November 15, 2021). |
CUSIP No. | 829355205 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Iliad Research and Trading, LP 11-3688679 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Utah | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6,029,641 | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
6,029,641 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,029,641 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
FOOTNOTES | |||||
* Reporting person Iliad Research and Trading, LP is the Manager of reporting person Atlas. Atlas has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares that Atlas may own, would exceed such a cap. Atlas's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common stock beneficially owned by Atlas as of the date of this filing was 6,029,641 shares, which is 9.99% of the 60,356,776 shares outstanding on November 14, 2021 (as reported in the Issuer's Form 10-Q filed on November 15, 2021). |
CUSIP No. | 829355205 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Iliad Management, LLC 20-0411071 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6,029,641 | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
6,029,641 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,029,641 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
FOOTNOTES | |||||
* Reporting person Iliad Management, LLC is the General Partner of Iliad Research and Trading, LP, which is the Manager of reporting person Atlas. Atlas has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares that Atlas may own, would exceed such a cap. Atlas's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common stock beneficially owned by Atlas as of the date of this filing was 6,029,641 shares, which is 9.99% of the 60,356,776 shares outstanding on November 14, 2021 (as reported in the Issuer's Form 10-Q filed on November 15, 2021). |
CUSIP No. | 829355205 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Fife Trading, Inc. 36-4151891 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6,029,641 | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
6,029,641 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,029,641 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
FOOTNOTES | |||||
* Reporting person Fife Trading, Inc. is the Manager of Iliad Management, LLC, which is the General Partner of Iliad Research and Trading, LP, which is the Manager of reporting person Atlas. Atlas has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares that Atlas may own, would exceed such a cap. Atlas's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common stock beneficially owned by Atlas as of the date of this filing was 6,029,641 shares, which is 9.99% of the 60,356,776 shares outstanding on November 14, 2021 (as reported in the Issuer's Form 10-Q filed on November 15, 2021). |
CUSIP No. | 829355205 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
John M. Fife | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6,029,641 | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
6,029,641 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
6,029,641 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
* John Fife is the President of Fife Trading, Inc., which is the Manager of Iliad Management, LLC, which is the General Partner of Iliad Research and Trading, LP, which is the Manager of reporting person Atlas. Atlas has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares that Atlas may own, would exceed such a cap. Atlas's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common stock beneficially owned by Atlas as of the date of this filing was 6,029,641 shares, which is 9.99% of the 60,356,776 shares outstanding on November 14, 2021 (as reported in the Issuer's Form 10-Q filed on November 15, 2021). |
(a) | Name
of Issuer |
Sino Agro Food, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
Room 3520, Block A, China Shine Plaza
No. 9 Line He Xi Road Tianhe District Guangzhou City, P.R.C. 510610 |
(a) | Name
of Person Filing |
Atlas Sciences, LLc |
(b) | Address
of Principal Business Office or, if none, Residence |
303 E Wacker Drive
Suite 1040 Chicago, IL 60610 |
(c) | Citizenship |
Utah |
(d) | Title
of Class of Securities |
Common Stock, par value $0.001 |
(e) | CUSIP
Number |
829355205 |
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: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
6,029,641 |
(b) |
Percent of class: 9.99% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
6,029,641 |
(ii) |
Shared power to vote or to direct the vote:
0 |
(iii) |
Sole power to dispose or to direct the disposition of:
6,029,641 |
(iv) |
Shared power to dispose or to direct the disposition of:
0 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11. |
Atlas Sciences, LLC | |||
Date:
February 08, 2022 | By:
| /s/ John Fife | |
Name: John Fife | |||
Title: President | |||
Iliad Research and Trading, LP | |||
Date:
February 08, 2022 | By:
| /s/ John Fife | |
Name: John Fife | |||
Title: President | |||
Iliad Management, LLC | |||
Date:
February 08, 2022 | By:
| /s/ John Fife | |
Name: John Fife | |||
Title: President | |||
Fife Trading, Inc. | |||
Date:
February 08, 2022 | By:
| /s/ John Fife | |
Name: John Fife | |||
Title: President | |||
Date:
February 08, 2022 | By:
| /s/ John Fife | |
Name: John Fife | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |