UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AQUINOX PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.000001 par value per share
(Title of Class of Securities)
03842B101
(CUSIP Number)
December 31, 2014
(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)
x 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 the disclosures provided in a prior cover page. |
The information required in 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).
(Continued on following pages)
| CUSIP No. 03842B101 | Schedule 13G | Page 2 of 14 |
| 1 | NAME OF REPORTING PERSONS
Augment Investments Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cypress | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
564,393 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
564,393 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,393 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%1 | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| 1 | Based on 10,695,108 shares of the Issuer’s common stock outstanding as of November 3, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014. |
| CUSIP No. 03842B101 | Schedule 13G | Page 3 of 14 |
| 1 | NAME OF REPORTING PERSONS
Maria Christina Stephanou | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
564,393 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
564,393 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,393 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%2 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 2 | Based on 10,695,108 shares of the Issuer’s common stock outstanding as of November 3, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014. |
3
| CUSIP No. 03842B101 | Schedule 13G | Page 4 of 14 |
| 1 | NAME OF REPORTING PERSONS
Pantelitsa Sofokleous | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
564,393 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
564,393 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,393 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%3 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 3 | Based on 10,695,108 shares of the Issuer’s common stock outstanding as of November 3, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014. |
4
| CUSIP No. 03842B101 | Schedule 13G | Page 5 of 14 |
| 1 | NAME OF REPORTING PERSONS
Viktor Kharitonin | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Russian Federation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
564,393 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
564,393 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,393 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%4 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 4 | Based on 10,695,108 shares of the Issuer’s common stock outstanding as of November 3, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014. |
5
| CUSIP No. 03842B101 | Schedule 13G | Page 6 of 14 |
| 1 | NAME OF REPORTING PERSONS
Egor Kulkov | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Russian Federation | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
564,393 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
564,393 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,393 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%5 | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 5 | Based on 10,695,108 shares of the Issuer’s common stock outstanding as of November 3, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014. |
6
| CUSIP No. 03842B101 | Schedule 13G | Page 7 of 14 |
| Item 1(a). | Name of Issuer: Aquinox Pharmaceuticals, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 450-887 Great Northern Way Vancouver, B.C. Canada V5T 4T5 |
| Item 2(a). | Name of Person(s) Filing: Augment Investments Ltd. Maria Christina Stephanou Pantelitsa Sofokleous Viktor Kharitonin Egor Kulkov |
Attached as Exhibit 99.1 is a copy of the Joint Filing Agreement among the reporting persons, pursuant to which they agree that this Schedule 13G is filed on behalf of each of them.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: Principal business office for all reporting persons: c/o Augment Investments Ltd. 15 Dimokritou, Panaretos Eliana Complex, office/flat 104 4041 Potamos Germasogeias Limassol, Cyprus |
| Item 2(c). | Citizenship: Augment Investments Ltd. is a company organized in the Republic of Cyprus. Maria Christina Stephanou is a citizen of the Republic of Cyprus. Pantelitsa Sofokleous is a citizen of the Republic of Cyprus. Viktor Kharitonin is a citizen of the Russian Federation. Egor Kulkov is a citizen of the Russian Federation. |
| Item 2(d). | Title of Class of Securities: Common Stock, $0.000001 par value per share. |
| Item 2(e). | CUSIP Number: 03842B101 |
| 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: Not applicable |
| 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. |
| Augment Investments Ltd.(1) |
Maria Christina Stephanou(1) |
Pantelitsa Sofokleous(1) |
Viktor Kharitonin(1) |
Egor Kulkov(1) |
||||||||||||||||
| (a) Amount beneficially owned: |
564,393 | 564,393 | 564,393 | 564,393 | 564,393 | |||||||||||||||
| (b) Percent of class:(2) |
5.3 | % | 5.3 | % | 5.3 | % | 5.3 | % | 5.3 | % | ||||||||||
7
| CUSIP No. 03842B101 | Schedule 13G | Page 8 of 14 |
| Augment Investments Ltd.(1) |
Maria Christina Stephanou(1) |
Pantelitsa Sofokleous(1) |
Viktor Kharitonin(1) |
Egor Kulkov(1) |
||||||||||||||||
| (c) Number of shares as to which such person has: |
||||||||||||||||||||
| (i) Sole power to vote or to direct the vote: |
||||||||||||||||||||
| (ii) Shared power to vote or to direct the vote: |
564,393 | 564,393 | 564,393 | 564,393 | 564,393 | |||||||||||||||
| (iii) Sole power to dispose or to direct the disposition of: |
||||||||||||||||||||
| (iv) Shared power to dispose or to direct the disposition of: |
564,393 | 564,393 | 564,393 | 564,393 | 564,393 | |||||||||||||||
| (1) | Shares are held directly by Augment Investments Ltd. The directors of Augment Investments Ltd. are Maria Christina Stephanou and Pantelitsa Sofokleous and they have voting and dispositive power with respect to the shares held by Augment Investments Ltd. The directors of Augment Investments Ltd. act in accordance with instructions issued by Mr. Viktor Kharitonin and Mr. Egor Kulkov. |
| (2) | Based on 10,695,108 shares of the Issuer’s common stock outstanding as of November 3, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2014. |
| 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: ¨ |
| 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 or Control Person: 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: Not applicable. |
8
| CUSIP No. 03842B101 | Schedule 13G | Page 9 of 14 |
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 12, 2015 | AUGMENT INVESTMENTS LTD. | |||||
| By: | /s/ Pantelitsa Sofokleous | |||||
| Name: Pantelitsa Sofokleous | ||||||
| Title: Director | ||||||
| AUGMENT INVESTMENTS LTD. | ||||||
| By: | /s/ Maria Christina Stephanou | |||||
| Name: Maria Christina Stephanou | ||||||
| Title: Director | ||||||
9
| CUSIP No. 03842B101 | Schedule 13G | Page 10 of 14 |
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 12, 2015 | /s/ Maria Christina Stephanou | |||
| Maria Christina Stephanou | ||||
| CUSIP No. 03842B101 | Schedule 13G | Page 11 of 14 |
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 12, 2015 | /s/ Pantelitsa Sofokleous | |||
| Pantelitsa Sofokleous | ||||
| CUSIP No. 03842B101 | Schedule 13G | Page 12 of 14 |
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 12, 2015 | /s/ Viktor Kharitonin | |||
| Viktor Kharitonin | ||||
| CUSIP No. 03842B101 | Schedule 13G | Page 13 of 14 |
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 12, 2015 | /s/ Egor Kulkov | |||
| Egor Kulkov | ||||