Item 1. Security and Issuer.
(a) This statement on Schedule 13D relates to the Common Stock of Growblox Sciences, Inc., a Delaware corporation (the “Issuer”).
(b) The principal executive offices of the Issuer are located at 7251 W. Lake Mead Blvd., Suite 300, Las Vegas, NV 89128.
Item 2. Identity and Background.
(a)-(c) and (f) This statement is being filed by Lazarus Investment Partners LLLP, a Delaware limited liability limited partnership (“Lazarus Partners”) and Lazarus Israel Opportunities Fund LLLP, a Delaware limited liability limited partnership (“Lazarus Israel”) as joint filers.
Lazarus Management Company LLC, a Colorado limited liability company (“Lazarus Management”), is the investment adviser and general partner of Lazarus Partners and Lazarus Israel, and consequently may be deemed to have voting control and investment discretion over securities owned by Lazarus Partners and Lazarus Israel. Justin B. Borus (“Mr. Borus”) is the managing member of Lazarus Management. As a result, Mr. Borus may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Lazarus Management. The foregoing should not be construed in and of itself as an admission by Lazarus Management or Mr. Borus as to beneficial ownership of the shares owned by Lazarus Partners and Lazarus Israel. Each of Lazarus Management and Mr. Borus disclaims beneficial ownership of the securities set forth in this Schedule 13D, except to the extent of its or his pecuniary interests therein.
The business address for the Reporting Persons is c/o Lazarus Management Company LLC, 3200 Cherry Creek South Drive, Suite 670, Denver, Colorado 80209. Mr. Borus is a United States citizen.
The principal business of Lazarus Partners and Lazarus Israel is investing in securities. The principal business of Lazarus Management is providing investment advice. The principal business of Mr. Borus is investment management.
(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons hold shares of the Issuer’s common stock and warrants to purchase common stock that were acquired for cash with Lazarus Partners’ and Lazarus Israel’s own funds.
Item 4. Purpose of Transaction.
(a)-(i) The securities of the Issuer were purchased for investment in the ordinary course of Reporting Persons’ business and not with the purpose nor with the effect of changing or influencing control of the Issuer nor in connection with or as a participant in any transaction having such purpose or effect.
Item 5. Interest in Securities of the Issuer.
| (a) Reference is made to items 7, 9, 11 and 13 of pages 2-5 of this Schedule, which items are incorporated by reference. The securities reported on this Schedule by Lazarus Partners consist of 3,000,000 shares of Common Stock and Warrants to purchase an additional 6,000,000 shares of Common Stock. The securities reported on this Schedule by Lazarus Israel consist of 1,000,000 shares of Common Stock and Warrants to purchase an additional 2,000,000 shares of Common Stock. The securities reported on this Schedule 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 that its outstanding shares of Common Stock after the issuance to Lazarus Israel on June 2, 2014 was 21,415,655 shares. |
(b) The Reporting Persons have the sole power to vote or to direct the voting of all such shares described in Item 5(a) above. The Reporting Persons have the sole power to dispose or direct the disposition of all such shares described in Item 5(a) above. The Reporting Persons do not have shared power to vote or to direct the vote of any such shares described in Item 5(a) above, and do not have shared power to dispose or direct the disposition of any such shares described in Item 5(a) above. Neither Lazarus Partners nor Lazarus Israel has any disposition or voting power over any shares or warrants held by the other.
(c) On May 29, 2014, Lazarus Partners purchased 3,000,000 Units from the Issuer for a purchase price of $.50 a unit or a total purchase price of $1,500,000.00. Each Unit consisted of one share of Common Stock, a three-year warrant to purchase one share of Common Stock at an exercise price of $1.00 a share and a five year warrant to purchase one share of Common Stock at an exercise price of $2.00 a share. On June 2, 2014, Lazarus Israel purchased 1,000,000 Units from the Issuer for a purchase price of $.50 a unit or a total purchase price of $500,000.00. The Units were the same as those described above for Lazarus Partners. Each of the foregoing transactions was a purchase directly from the Issuer in a private negotiated transaction.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Lazarus Partners is a party to Subscription Agreement with the Issuer dated May 29, 2014, pursuant to which securities were purchased and Warrants issued pursuant to the Subscription Agreement, as more fully described in Item 5 above. Lazarus Israel is a party to Subscription Agreement with the Issuer dated June 2, 2014, pursuant to which securities were purchased and Warrants issued pursuant to the Subscription Agreement, as more fully described in Item 5 above
Item 7. Material to Be Filed as Exhibits.
Exhibit A: | | Joint Filing Agreement, dated as of June 6, 2014, by and among Lazarus Investment Partners LLLP, Lazarus Israel Opportunities Fund LLLP, Lazarus Management Company LLC and Justin B. Borus. |
| | |