UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 3
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)
INTELLECT NEUROSCIENCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
691829402
(CUSIP Number)
December 31, 2017
(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. 691829402 | |
| 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 |
| 5 | SOLE VOTING POWER | |
| NUMBER OF | ||
| SHARES | 791,874(1) | |
| 6 | SHARED VOTING POWER | |
| BENEFICIALLY | ||
| OWNED BY | 0(2)(3) | |
| 7 | SOLE DISPOSITIVE POWER | |
| EACH | ||
| REPORTING | 791,874 (1) | |
| 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH | ||
| 0(2)(3) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 791,874 (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 |
| 9.99% (Based on 7,126,873 shares of common stock outstanding as of December 31, 2017) | |
| 12 | TYPE OF REPORTING PERSON* |
| IN |
| (1) | Represents 791,874 shares of common stock underlying Series C Preferred Stock. Excludes (i) 766,041 shares of common stock underlying Series C Preferred Stock, (ii) 281,067 shares of common stock underlying Series E Preferred Stock, (iii) 1,293,156 shares of common stock underlying Series F Preferred Stock, (iv) 9,023,333 shares of common stock underlying Series G Preferred Stock, (v) 2,630,000 shares of common stock underlying outstanding warrants and (vi) 43,112 shares of common stock underlying outstanding convertible notes. The Series E Preferred Stock contains an ownership limitation such that the holder may not exercise any of such securities to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 4.99% of the Issuer’s issued and outstanding common stock together with all shares owned by the holder and its affiliates. The Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, the warrants and the convertible notes each contain an ownership limitation such that the holder may not exercise any of such securities to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 9.99% of the Issuer’s issued and outstanding common stock together with all shares owned by the holder and its affiliates. | |
| (2) | Excludes (i) 143,767 shares of common stock underlying Series F Preferred Stock held by GRQ Consultants, Inc. (“GRQ”), (ii) 1,600,000 shares of common stock underlying outstanding warrants held by GRQ, (iii) 2,406,222 shares of common stock underlying Series G Preferred Stock held by Marlin Capital Investments, LLC (“Marlin”) and (iv) 4,000,000 shares of common stock underlying outstanding warrants held by Marlin. Each of the foregoing series of preferred stock and warrants contains an ownership limitation such that the holder may not exercise any of such securities to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 9.99% of the Issuer’s issued and outstanding common stock together with all shares owned by the holder and its affiliates. | |
| (3) | Barry Honig is the president of GRQ and managing member of Marlin and in such capacities has voting and dispositive power over the securities held by such entities. |
| CUSIP No. 691829402 | |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| GRQ Consultants, Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) [ ] |
| (b) [ ] | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Florida |
| 5 | SOLE VOTING POWER | |
| NUMBER OF | ||
| SHARES | 0 | |
| 6 | SHARED VOTING POWER | |
| BENEFICIALLY | ||
| OWNED BY | 0(1)(2) | |
| 7 | SOLE DISPOSITIVE POWER | |
| EACH | ||
| REPORTING | 0 | |
| 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH | ||
| 0(1)(2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0(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 |
| 0% (Based on 7,126,873 shares of common stock outstanding as of December 31, 2017) | |
| 12 | TYPE OF REPORTING PERSON* |
| OO |
| (1) | Excludes (i) 143,767 shares of common stock underlying Series F Preferred Stock and (ii) 1,600,000 shares of common stock underlying outstanding warrants. Each of the foregoing contains an ownership limitation such that the holder may not exercise any of such securities to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 9.99% of the Issuer’s issued and outstanding common stock together with all shares owned by the holder and its affiliates. | |
| (2) | Barry Honig is the president of GRQ and in such capacity has voting and dispositive power over the securities held by such entity. |
| CUSIP No. 691829402 | |
| 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 |
| 5 | SOLE VOTING POWER | |
| NUMBER OF | ||
| SHARES | 0 | |
| 6 | SHARED VOTING POWER | |
| BENEFICIALLY | ||
| OWNED BY | 0(1)(2) | |
| 7 | SOLE DISPOSITIVE POWER | |
| EACH | ||
| REPORTING | 0 | |
| 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH | ||
| 0(1)(2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0(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 |
| 0% (Based on 7,126,873 shares of common stock outstanding as of December 31, 2017) | |
| 12 | TYPE OF REPORTING PERSON* |
| OO |
| (1) | Excludes (i) 2,406,222 shares of common stock underlying Series G Preferred Stock and (ii) 4,000,000 shares of common stock underlying outstanding warrants. Each of the foregoing contains an ownership limitation such that the holder may not exercise any of such securities to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 9.99% of the Issuer’s issued and outstanding common stock together with all shares owned by the holder and its affiliates. | |
| (2) | Barry Honig is the managing member of Marlin and in such capacity has voting and dispositive power over the securities held by such entity. |
| Item 1(a). | Name of Issuer: |
Intellect Neurosciences, Inc., a Delaware corporation (“Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
550 Sylvan Avenue, Suite 101
Englewood Cliffs, New Jersey 07632
| Item 2(a). | Name of Person Filing. |
The statement is filed on behalf of Barry Honig, GRQ and Marlin (collectively, 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. GRQ and Marlin are organized in the State of Florida.
| Item 2(d). | Title of Class of Securities. |
Common Stock, par value $0.001.
| Item 2(e). | CUSIP Number. |
691829402
| Item 3. | Type of Person |
Not applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned: 791,874 (1)(2)(3)
(b) Percent of class: 9.99% (Based on 7,126,873 shares of common stock outstanding as of December 31, 2017)
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: 791,874 (1) | ||
| (ii) | Shared power to vote or to direct the vote: 0(2)(3) | ||
| (iii) | Sole power to dispose or to direct the disposition of: 791,874 (1) | ||
| (iv) | Shared power to dispose or to direct the disposition of: 0(2)(3) |
| (1) | Represents 791,874 shares of common stock underlying Series C Preferred Stock. Excludes (i) 766,041 shares of common stock underlying Series C Preferred Stock, (ii) 281,067 shares of common stock underlying Series E Preferred Stock, (iii) 1,293,156 shares of common stock underlying Series F Preferred Stock, (iv) 9,023,333 shares of common stock underlying Series G Preferred Stock, (v) 2,630,000 shares of common stock underlying outstanding warrants and (vi) 43,112 shares of common stock underlying outstanding convertible notes. The Series E Preferred Stock contains an ownership limitation such that the holder may not exercise any of such securities to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 4.99% of the Issuer’s issued and outstanding common stock together with all shares owned by the holder and its affiliates. The Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, the warrants and the convertible notes each contain an ownership limitation such that the holder may not exercise any of such securities to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 9.99% of the Issuer’s issued and outstanding common stock together with all shares owned by the holder and its affiliates. |
| (2) | Excludes (i) 143,767 shares of common stock underlying Series F Preferred Stock held by GRQ, (ii) 1,600,000 shares of common stock underlying outstanding warrants held by GRQ, (iii) 2,406,222 shares of common stock underlying Series G Preferred Stock held by Marlin and (iv) 4,000,000 shares of common stock underlying outstanding warrants held by Marlin. Each of the foregoing series of preferred stock and warrants contains an ownership limitation such that the holder may not exercise any of such securities to the extent that such exercise would result in the holder’s beneficial ownership being in excess of 9.99% of the Issuer’s issued and outstanding common stock together with all shares owned by the holder and its affiliates. | |
| (3) | Barry Honig is the president of GRQ and managing member of Marlin and in such capacities has voting and dispositive power over the securities held by such entities. |
| 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 14, 2018 | /s/ Barry Honig | |
| Barry Honig |
| GRQ Consultants, Inc. | ||
| Date: February 14, 2018 | By: | /s/ Barry Honig |
| Barry Honig, President | ||
| Marlin Capital Investments, LLC | ||
| Date: February 14, 2018 | By: | /s/ Barry Honig |
| Barry Honig, Managing Member | ||
