Amended Statement of Ownership (sc 13g/a)
January 27 2016 - 9:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Cellceutix
Corporation
(Name of Issuer)
Common Stock
Class A, $0.001 par value
(Title of Class of Securities)
15115V101
(CUSIP Number)
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)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)
* 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 disclosures provided in a prior cover page.
The information required on 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. 15115V101 |
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13G |
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Page 2 of 7 Pages |
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wayne O. Aruda |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
9,869,096 shares of Common Stock Class A. |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
9,869,096 shares of Common Stock Class A. |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,869,096 shares of Common Stock Class A. |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) ☐ |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% |
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12. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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CUSIP No. 15115V101 |
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13G |
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Page 3 of 7 Pages |
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1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mary M. Aruda |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐ |
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
9,869,096 shares of Common Stock Class A. |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
9,869,096 shares of Common Stock Class A. |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,869,096 shares of Common Stock Class A. |
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10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% |
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12. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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CUSIP No. 15115V101 |
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13G |
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Page 4 of 7 Pages |
Item 1.
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(a) |
Name of Issuer
Cellceutix Corporation |
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(b) |
Address of Issuer’s Principal Executive Offices
100 Cumming Center, Suite 151-B
Beverly, MA 01915 |
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Item 2.
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(a) |
Name of Person Filing
Wayne O. Aruda
Mary M. Aruda |
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(b) |
Address of the Principal Office or, if none, residence
For Wayne O. Aruda:
593 NW Crane Terrace
Boca Raton, FL 33432
For Mary M. Aruda:
593 NW Crane Terrace
Boca Raton, FL 33432 |
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(c) |
Citizenship
Wayne O. Aruda is United States citizen. |
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Mary M. Aruda is a United States citizen. |
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(d) |
Title of Class of Securities
Common Stock Class A, $0.001 par value |
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(e) |
CUSIP Number
15115V101 |
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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:
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(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
CUSIP No. 15115V101 |
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13G |
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Page 5 of 7 Pages |
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(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
☐ |
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); |
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(j) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. Ownership.
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a) |
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Amount beneficially owned: Wayne O. Aruda and Mary M. Aruda jointly hold 9,869,096 shares of Common Stock
Class A as of December 31, 2015. |
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(b) |
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Percent of class: 8.3%. The percentages used herein and in the rest of the Schedule 13G are calculated based upon 118,500,536 shares of Common Stock Class outstanding as of October 31, 2015, as reported in the Company's Quarterly Report on Form 10-Q/A for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015. |
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(c) |
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Number of shares as to which the person has:
Wayne O. Aruda
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or to direct the vote: 9,869,096 shares of Common Stock Class A
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition of: 9,869,096 shares of Common Stock Class A
Mary M. Aruda
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or to direct the vote: 9,869,096 shares of Common Stock Class A
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition of: 9,869,096 shares of Common Stock Class A |
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** This Amendment is being filed because of a change in the beneficial ownership of shares of Common Stock Class A held by Wayne O. Aruda and Mary M. Aruda as of December 31, 2015.
CUSIP No. 15115V101 |
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13G |
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Page 6 of 7 Pages |
Item 5. Ownership of Five Percent
or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☐.
Instruction. Dissolution of a group
requires a response to this item.
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 on 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. Certification.
By signing below each reporting person certifies that, to the best of the reporting person’s 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. |
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CUSIP No. 15115V101 |
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13G |
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Page 7 of 7 Pages |
After reasonable inquiry
and to the best of each person’s knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
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01/26/16 |
Date |
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WAYNE O. ARUDA |
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/s/ Wayne O. Aruda |
Signature |
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Wayne O. Aruda |
Name/Title |
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MARY M. ARUDA |
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/s/ Mary M. Aruda |
Signature |
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Mary M. Aruda |
Name/Title |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby
agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on
Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
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01/26/16 |
Date |
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WAYNE O. ARUDA |
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/s/ Wayne O. Aruda |
Signature |
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Wayne O. Aruda |
Name/Title |
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MARY M. ARUDA |
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/s/ Mary M. Aruda |
Signature |
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Mary M. Aruda |
Name/Title |
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