0001079973-16-001206.txt : 20161007 0001079973-16-001206.hdr.sgml : 20161007 20161007165754 ACCESSION NUMBER: 0001079973-16-001206 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20161007 DATE AS OF CHANGE: 20161007 GROUP MEMBERS: JUSTIN B BORUS GROUP MEMBERS: LAZARUS INVESTMENT PARTNERS LLLP GROUP MEMBERS: LAZARUS ISRAEL OPPORTUNITIES FUND LLLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Growblox Sciences, Inc. CENTRAL INDEX KEY: 0001165320 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 593733133 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88177 FILM NUMBER: 161928501 BUSINESS ADDRESS: STREET 1: 6450 CAMERON STREET #110A CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: (844) 843-2569 MAIL ADDRESS: STREET 1: 6450 CAMERON STREET #110A CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: Signature Exploration & Production Corp. DATE OF NAME CHANGE: 20080602 FORMER COMPANY: FORMER CONFORMED NAME: Diabetic Treatment Centers of America, Inc. DATE OF NAME CHANGE: 20040812 FORMER COMPANY: FORMER CONFORMED NAME: FLAGSTICK VENTURES INC DATE OF NAME CHANGE: 20020117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lazarus Management Co LLC CENTRAL INDEX KEY: 0001531964 IRS NUMBER: 331042318 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 BUSINESS PHONE: 303-500-8821 MAIL ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 SC 13D/A 1 lazarus_13d.htm SCHEDULE 13D/A lazarus_13d.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 10)
 
Under the Securities Exchange Act of 1934

Growblox Sciences, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
 
399847 102
  
  (CUSIP Nubmer)  
 
Adam D. Averbach, Esq.
Lazarus Management Company LLC
3200 Cherry Creek South Drive, Suite 670
Denver, CO  80209
(303) 500-8821
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 6, 2016
(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o
 
CUSIP No. 399847 102
 
1.
 NAMES OF REPORTING PERSONS
 
 Lazarus Management Company LLC  
 
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
5.
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 x
6.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Colorado
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
7,906,479
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 7,906,479
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 7,906,749
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 10.5%
14.
 TYPE OF REPORTING PERSON
 
 IA
 
 
2
CUSIP No. 399847 102
 
1.
 NAMES OF REPORTING PERSONS
 
 Justin B. Borus 
 
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
5.
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 o
6.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 7,906,479
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 7,906,479
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 7,906,479
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 10.5%
14.
 TYPE OF REPORTING PERSON
 
 IN/HC
 
 
 
3
 
CUSIP No. 399847 102
 
1.
 NAMES OF REPORTING PERSONS
 
 Lazarus Investment Partners LLLP 
 
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o
 (b)   x
3.
 SEC USE ONLY
4.
 SOURCE OF FUNDS
 
 PF, OO
5.
 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 o
6.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
 SOLE VOTING POWER
 
 5,484,632
8.
 SHARED VOTING POWER
 
 0
9.
 SOLE DISPOSITIVE POWER
 
 5,484,632
10.
 SHARED DISPOSITIVE POWER
 
 0 
11.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 5,484,632
12.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
13.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 7.4%
14.
 TYPE OF REPORTING PERSON
 
 PN 
 
 
4
CUSIP No.399847 102
 
1.
NAMES OF REPORTING PERSONS
 
 Lazarus Israel Opportunities Fund LLLP
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) o
(b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
 
 PF, OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
 2,421,847
8.
SHARED VOTING POWER
 
 0
9.
SOLE DISPOSITIVE POWER
 
 2,421,847
10.
SHARED DISPOSITIVE POWER
 
 0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 2,421,847
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 3.3%
14.
TYPE OF REPORTING PERSON
 
 PN
 

 
5
 
 
 
Explanatory Note
 
 
This Amendment No. 10 amends and supplements the statement on Schedule 13D originally filed by Lazarus Investment Partners LLLP ("Lazarus Partners"), Lazarus Israel Opportunities Fund LLLP ("Lazarus Israel"), Lazarus Management Company LLC ("Lazarus Management") and Justin B. Borus (collectively, the "Reporting Persons") on June 9, 2014, as amended from time to time (the "Schedule 13D").  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.  The information set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby supplemented by adding the following:

Reference is made to Items 7, 9, 11 and 13 of pages 2-5 of the Schedule 13D, which items are incorporated by reference.  The securities reported on the Schedule 13D by Lazarus Partners consist of 2,484,632 shares of common stock and warrants to purchase an additional 3,000,000 shares of common stock.  The securities reported on the Schedule 13D by Lazarus Israel consist of 1,421,847 shares of common stock and warrants to purchase an additional 1,000,000 shares of common stock.  The securities reported on the Schedule 13D by Lazarus Management and Mr. Borus consists of the sums of the shares of common stock and warrants held by Lazarus Partners and Lazarus Israel.  The calculation of percentage of beneficial ownership in Item 13 of pages 2-5 was calculated using information obtained from the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 15, 2016, in which it stated that there were 64,495,701 shares of common stock outstanding as of August 9, 2016, supplemented by the information provided in the Issuer's Form 8-K filed with the Securities and Exchange Commission on September 9, 2016, in which it stated that it had issued an additional 7,097,000 shares of common stock.

The Reporting Persons effected the transactions in the Issuer's shares of common stock as set forth in Exhibit B since the most recent filing on Schedule 13D on September 13, 2016.

Item 7.  Material to Be Filed as Exhibits.

Exhibit A:
 
  
Joint Filing Agreement, dated as of October 7, 2016, by and among Lazarus Investment Partners LLLP, Lazarus Israel Opportunities Fund LLLP, Lazarus Management Company LLC and Justin B. Borus.
     
Exhibit B:
  
Transactions in shares of common stock effected since most recent filing on Schedule 13D on September 13, 2016.
 
  
 
 
6

 
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:  October 7, 2016
 

LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager


LAZARUS ISRAEL OPPORTUNITIES FUND LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
 
/s/ Justin B. Borus
Justin B. Borus
 
 

 
 
 
 
 
 
 
7

 
 EX-99.A 2 ex_a.htm EXHIBIT A
 
EXHIBIT A

 
JOINT FILING AGREEMENT
 
This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Growblox Sciences, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated:  October 7, 2016

 
 

LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager


LAZARUS ISRAEL OPPORTUNITIES FUND LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager
 
 
/s/ Justin B. Borus
Justin B. Borus
 
 

 
 EX-99.B 3 ex_b.htm EXHIBIT B
EXHIBIT B
TRANSACTIONS
The following table sets forth all transactions with respect to shares of common stock effected since the most recent Schedule 13D filing on September 13, 2016 by the Reporting Persons or on behalf of the Reporting Persons in respect of the shares of common stock, inclusive of any transactions effected through the close of trading on October 6, 2016. All such transactions were sales of shares of common stock effected in the open market and the table includes commissions paid in per share prices.
 
                                 
 
Fund
  
Trade Date
 
  
Buy/Sell
 
Shares
 
 
Unit Cost
 
  
Security
Lazarus Investment Partners LLLP
  
 
10/4/2016
  
  
Sell
 
 
62,500
  
 
 
0.3374
  
  
Common Stock
Lazarus Investment Partners LLLP
    
10/5/2016
    
Sell
    
122,500
      
0.3214
    
Common Stock
Lazarus Investment Partners LLLP
    
10/6/2016
    
Sell
    
600,000
      
0.2949
    
Common Stock