SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Amendment No.1
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Opexa Theraputics Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37517Y103
(CUSIP Number)
Nicholas Zocchi
400 south point drive, unit 2405
Miami beach, Florida 33139
(Tel.) (305) 532 5176
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with copies to:
Steven W. Schuster, Esq.
McLaughlin & Stern LLP
260 Madison Avenue
New York, NY 10016
April 15, 2014
(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 of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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 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. 37517Y103 | 13D | Page 2 of 6 |
| 1 | NAME OF REPORTING PERSON
Nicholas Zocchi | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS*
PF-AF-OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,322,000* | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
1,322,000* | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%** | |
| 14 | TYPE OF REPORTING PERSON*
IN |
* Includes 1,300,000 shares held byKenilworth Ventures, Inc. Profit Sharing Plan.
** The calculation of percentage ownership is based on 27,546,058 shares of Common Stock outstanding as of April 22 , 2014, as reported in the Issuer’s Report on Form 10-K for the fiscal year ended December 31, 2013.
| CUSIP No. 37517Y103 | 13D | Page 3 of 6 |
| 1 | NAME OF REPORTING PERSON
Kenilworth Ventures, Inc. Profit Sharing Plan | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS*
WC-OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,300,000*** | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
1,300,000*** | |||
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.72% | |
| 14 | TYPE OF REPORTING PERSON*
EP |
*** Nicholas J. Zocchi owns 100 percent of the issued and outstanding stock of Kenilworth Ventures, Inc. and is the President of Kenilworth Ventures, Inc. and has the sole voting power and sole dispositive power with respect to the shares of Common Stock owned by the Reporting Person.
This Amendment No.1 (the “Amendment”) is being filed on behalf of 1) Nicholas J. Zochhi and 2) Kenilworth Ventures, Inc. Profit Sharing Plan, an employee benefit plan for Kenilworth Ventures, Inc., a Florida corporation. This Amendment relates to their purchase and sale of common stock of Opexa Theraputics Inc., a Texas corporation. The Amendment amends and restates the Schedule 13D in its entirety.
ORIGINAL REPORT ON SCHEDULE 13D
| Item 1. | Security and Issuer |
This Statement on Schedule 13D (“Schedule 13D”) relates to the common stock (the “Common Stock”) of Opexa Theraputics Inc., a Texas corporation (the “Issuer”), whose principal executive offices are located at 2635 Technology Forest Blvd., The Woodlands, Texas 77381. The total number of shares of Common Stock reported as beneficially owned in this Schedule 13D is 1,322,000, which constitutes approximately 5.59% of the total number of shares of Common Stock outstanding.
| Item 2. | Identity and Background |
This statement is filed by on behalf of (1) Nicholas Zocchi (“Mr. Zocchi”); and (2) Kenilworth Ventures, Inc. Profit Sharing Plan, an employee benefit plan for Kenilworth Ventures, Inc., a Florida corporation (“Kenilworth”). Each of the parties named in this Item 2 is referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
Mr. Zocchi’s principal business address is 400 South Point Drive, Unit 2405, Miami Beach, Florida 33139. Mr. Zocchi’s principal occupation is a registered representative, registered with FINRA. Mr. Zocchi is a United States citizen.
Mr. Zocchi is the President and 100% shareholder of Kenilworth. The principal business of Kenilworth is to make investments in, buy, sell, hold, pledge and assign securities. The principal business address of Kenilworth is 400 South Point Drive, Unit 2401, Miami Beach, Florida 33139.
None of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of the Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
Mr. Zocchi disclaims beneficial ownership of 20,000 shares of Common Stock owned by his wife.
| Item 3. | Source and Amount of Funds or Other Consideration |
This Amendment No.1 to the Schedule 13D relates to the purchase and sale of shares of Common Stock in open market transactions. The Common Stock beneficially owned by Kenilworth that is held in the Kenilworth Ventures, Inc. Profit Sharing Plan was acquired with working capital of Kenilworth set aside for the general purpose of investing. The Common Stock beneficially owned by Mr. Zocchi that is held in his IRA account was acquired with personal funds.
| Item 4. | Purpose of Transaction |
The Reporting Persons sold the Common Stock that they beneficially own in the ordinary course of their business of purchasing, selling, trading and investing in securities. The remaining shares are held for investment purposes. The Reporting Persons may, from time to time, depending on market conditions and other considerations, acquire additional securities, take other steps to enhance the value of their investment or dispose of some or all of the securities of the Issuer held by them, as permitted by the relevant securities laws and any agreement or agreements that may be entered into with the Issuer.
Except as set forth above, as of the date of this filing none of the Reporting Persons has any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4.
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment. |
| (b) | The Reporting Persons have the sole power to vote and sole power to dispose of the shares of Common Stock to which this Statement relates. |
| (c) | The Reporting Persons sold Common Stock in open market transactions in the last 60 days as follows: |
| Nicholas Zocchi | |||||||
| Date of Transaction | Number of Shares Sold | Price Per Share | |||||
| February 27, 2014 | 16,000 | 1.84 | |||||
| February 28, 2014 | 34,000 | 1.82 | |||||
| Nicholas Zocchi | |||||||
Date of Transaction | Number of Shares Purchased | Price Per Share | |||||
| March 26, 2014 | 4,000 | 1.91 | |||||
| Kenilworth Ventures, Inc. Profit Sharing Plan | |||||||
| Date of Transaction | Number of Shares Sold | Price Per Share | |||||
| April 11, 2014 | 100,000 | 1.64 | |||||
| April 14, 2014 | 50,000 | 1.51 | |||||
| April 15, 2014 | 50,000 | 1.41 | |||||
| (d) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
N/A.
| Item 7. | Material to be Filed as Exhibits. |
N/A.
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: April 24, 2014
| By: | /s/ Nicholas Zocchi | |
| Nicholas Zocchi |
Kenilworth Ventures, Inc. Profit Sharing Plan
| By: | /s/ Nicholas Zocchi | |
| Nicholas Zocchi |