Filing Details



 

Explanatory Note:



This Amendment No. 2 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D initially filed on August 22, 2011, and the Amendment No. 1 to Schedule 13D filed on March 21, 2012  (as amended, the “Statement”), on behalf of Avtar S. Dhillon (the “Reporting Person”) relating to the beneficial ownership of shares of common stock,  par value $0.001 value per share (the “Common Stock”) of Vitality Biopharma, Inc., a  Nevada corporation  (formerly known as Stevia First Corp., the “Issuer”).  The Reporting Person is filing this Amendment to report changes in his beneficial ownership since the date of the Statement as previously filed.  Except as set forth below, this Amendment does not supplement, restate or amend any of the other information disclosed in the Statement as previously filed.  Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Statement as previously filed.



Item 2.Identity and Background.



Items 2(a) through 2(c) are amended and restated in their entirety to read in full as follows:



(a) — (c)This Statement is being filed by Avtar S. Dhillon. The business address for the Reporting Person is Vitality Biopharma, Inc., 1901 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067. The Reporting Person is currently a director of the Issuer and was formerly the Interim Chief Executive Officer and Interim Chief Financial Officer of the Issuer until January 2012. The Reporting Person is currently also (i) a director of BC Advantage Funds, a venture capital corporation in British Columbia, which is located at 885 West Georgia St., Suite 1500, Vancouver, BC, Canada V6C 3E8; (ii) the Chairman of the Board of Inovio Pharmaceuticals, Inc. (NASDAQ: INO), a vertically integrated DNA vaccine development company, which is located at 660 W. Germantown Pike, Suite 110, Plymouth Meeting, PA 19462; (iii) the Chairman of the Board of Oncosec Medical, Inc. (NASDAQ: ONCS), a developer of immunotherapeutic product candidates to treat a wide range of solid tumor types, which is located at 5820 Nancy Ridge Drive, San Diego, CA 92121; and (iv) the Chairman of the Board of Arch Therapeutics, Inc., (OTCQB: ARTH), a developer of surgical and interventional hemostasis products that stop bleeding, which is located at 235 Walnut Street, Suite 6, Framingham, MA 01702.



Item 4.Purpose of Transaction.



The last paragraph of Item 4 is deleted in its entirety and replaced with the following four paragraphs:



On July 20, 2016, the Issuer affected a one (1) for ten (10) reverse stock split of the outstanding Common Stock.  As a result and immediately after the reverse stock split, the Reporting Person owned 515,000 shares of Common Stock and a stock option to purchase 50,000 shares of Common Stock with an exercise price of $1.00 per share, as previously reported on a Form 4 filed March 21, 2012.



On May 21, 2015, the Reporting Person was issued a stock option award for 40,000 shares with an exercise price of $2.10, which is scheduled to vest in full on May 21, 2017.



On July 15, 2016, the Reporting Person was issued a restricted stock award for 925,585 shares, of which 50% is scheduled to vest on March 1, 2017, and to vest in full on March 1, 2018. 



Dr. Dhillon is the current Chairman of the Issuer, and acquired the shares of Common Stock for investment purposes, as well as through equity grants provided to him. Depending on market conditions and other factors, the Reporting Person may acquire additional securities of the Issuer as he deems appropriate, whether in open market purchases, privately negotiated transactions, private placements with the Issuer or otherwise. The Reporting Person also reserves the right to dispose of some or all of his shares of Common Stock in the open market, in privately negotiated transactions to third parties or otherwise, provided such transactions are in compliance with applicable securities laws.





Item 5.Interest in Securities of the Issuer.

---



Items 5(a) through 5(c) are amended and restated in their entirety to read as follows:



(a)According to the Current Report on Form 10-Q filed on August 16, 2016 by the Issuer with the Securities and Exchange Commission (the “Commission”), as of August 16, 2016, there were 11,997,878 shares of Common Stock outstanding. After the 1-for-10 reverse stock split, the Reporting Person held 515,000 shares of Common Stock that were acquired in a private stock transaction, as well as an option to purchase 50,000 shares of Common Stock,  an option to purchase 40,000 shares of Common Stock, and a restricted stock unit award, which upon vesting and conversion would provide 925,585 shares of Common Stock, with the options and restricted stock units being issued to the Reporting Person in connection with his service to the Issuer as a director. Assuming vesting and exercise of each option, and vesting and conversion of the restricted stock units, the Reporting Person would hold 12.8% of the issued and outstanding shares of Common Stock.



(b)The Reporting Person has the sole power to vote and dispose of 1,530,585 shares of Common Stock (giving effect to the shares of Common Stock underlying the options and restricted stock units issued to the Reporting Person in connection with his service to the Issuer as a director, which are currently unvested but could become exercisable within 60 days of July 15, 2016).



(c)Except as reported herein, the Reporting Person has not effected any transactions in the Issuer’s securities within the past 60 days. 



Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.



Item 6 is amended by adding the following paragraphs:



On July 20, 2016, the Issuer affected a one (1) for ten (10) reverse stock split of the outstanding Common Stock. 



On May 21, 2015, the Reporting Person was granted an option to purchase 40,000 shares of Common Stock (now reflected on a post-split basis) of the Issuer pursuant to the Issuer’s Stock Incentive Plan in connection with his service to the Issuer as a director. The option is exercisable at a price of $2.10 per share, expires on May 21,  2020, and is scheduled to vest in full on May 21, 2017.



On July 15, 2016, the Reporting Person was granted a restricted stock unit award for 925,585 shares of Common Stock, which is scheduled to vest in full on March 1, 2018.  The restricted stock grant will vest immediately upon a corporate change of control, or if the individual is terminated for any reason other than a "For Cause" termination. 



Item 7.Material to be Filed as Exhibits.





 

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.







---