Amended Statement of Ownership (sc 13g/a)
09 Février 2018 - 3:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment No. 2)
*
Under
the Securities Exchange Act of 1934
CohBar,
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
19249J109
(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)
☐
Rule
13d-1(c)
☒
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 disclosures provided
in a prior cover page.
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 (“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).
CUSIP
No. 19249J109
|
|
SC
13G
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Page
2 of 5
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nir Barzilai
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America and Israel
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
5,078,516
|
6.
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SHARED
VOTING POWER
0
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7.
|
SOLE
DISPOSITIVE POWER
5,078,516
|
8.
|
SHARED
DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,078,516
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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|
(see
instructions) ☐
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11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.82%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
|
CUSIP
No. 19249J109
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|
SC
13G
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Page
3 of 5
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Item
1.
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(a)
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Name
of Issuer
CohBar, Inc.
|
|
|
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(b)
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Address
of Issuer’s Principal Executive Offices
1455 Adams Drive
Menlo
Park, CA 94025
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Item
2.
|
(a)
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Name
of Person Filing
Nir Barzilai
|
|
|
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(b)
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Address
of the Principal Office or, if none, residence
c/o CohBar, Inc.
1455
Adams Drive
Menlo
Park, CA 94025
|
|
|
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(c)
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Citizenship
United States of America and Israel
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(d)
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Title
of Class of Securities
Common Stock, par value $0.001 per share
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(e)
|
CUSIP
Number
19249J109
|
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:
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(a)
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☐
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
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(b)
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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
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(c)
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☐
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
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(d)
|
☐
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP
No. 19249J109
|
|
SC
13G
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Page
4 of 5
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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.
|
(a)
|
Amount
beneficially owned: 5,078,516*
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|
|
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(b)
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Percent
of class: 12.82%
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(c)
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Number
of shares as to which the person has: 5,078,516*
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(i)
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Sole
power to vote or to direct the vote: 5,078,516*
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of: 5,078,516*
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(iv)
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Shared
power to dispose or to direct the disposition of: 0
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* Includes an aggregate of 17,000 shares issuable upon exercise
of warrants exercisable within 60 days of the date hereof.
Instruction
.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
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 ☐.
Instruction
.
Dissolution of a group requires a response to this item.
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.
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
CUSIP
No. 19249J109
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|
SC
13G
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Page
5 of 5
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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.
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February
9, 2018
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Date
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/s/ Nir Barzilai
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Signature
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Nir Barzilai, Director
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Name/Title
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CohBar (CE) (USOTC:CWBR)
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