Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2*
BioForce Nanosciences Holdings, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
09064C107
- --------------------------------------------------------------------------------
(CUSIP Number)
Olivier Lecler, Chief Executive Officer
Societe Generale Asset Management Alternative Investments, S.A.
170, Place Henri Regnault
92043 La Defense, Paris, France
+33 1 56 3780 00
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 21, 2008
- --------------------------------------------------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 for other
parties to whom copies are to be sent.
*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. 09064C107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Societe Generale Asset Management Alternative Investments, S.A.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(See Instructions) (b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
9,690,892
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 9,690,892
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,690,892
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |X|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
- --------------------------------------------------------------------------------
2
CUSIP No. 09064C107
Item 1. Security and Issuer
This Schedule 13D (this "Schedule") relates to the shares of Common Stock, par
value $0.001 per share (the "Common Stock"), of BioForce Nanosciences Holdings,
Inc., a Nevada corporation (the "Company"). The address of the principal
executive offices of the Company is 1615 Golden Aspen Drive, Suite 101, Ames,
Iowa 50010.
Item 2. Identity and Background
This Schedule is being filed by Societe Generale Asset Management Alternative
Investments, S.A., a societe anonyme (French limited liability company) formed
under the laws of France ("SGAMAI"), whose principal offices are located at 170,
Place Henri Regnault, 92043 La Defense, Paris, France.
The principal business activity of SGAMAI is to invest and manage investments
through investment funds. SGAMAI manages and represents the fund FCPR SGAM AI
Biotechnology (referred to as the "Fund"), which owns 6,524,226 shares of the
Company's Common Stock and has the right to acquire an additional 3,166,666
shares of the Company's Common Stock upon the conversion or exercise of certain
securities.
The (i) name, (ii) business address, (iii) present principal occupation or
employment and (iv) citizenship of each director and executive officer of SGAMAI
are set forth on Annex A hereto and incorporated herein by reference.
During the last five years, neither SGAMAI, nor, to SGAMAI's knowledge, any of
the individuals referred to in Annex A, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Reference is made to the Schedule 13D dated March 17, 2006, and the amendment to
that Schedule 13D dated June 20, 2008.
There have been no material changes to that information except as set forth
below.
On July 21, 2008, the Fund purchased $300,000 of the Company's convertible
secured promissory notes, and warrants to purchase 900,000 shares of the
Company's Common Stock. The notes are convertible into one share of Common Stock
for each $0.30 of note principal, subject to adjustment, making the Fund's note
convertible into 1,000,000 shares of the Company's Common Stock.
Item 4. Purpose of Transaction
The July 21, 2008 transaction was for investment purposes. Although SGAMAI has
no specific plan or proposal to acquire or dispose of its Common Stock,
consistent with his investment purpose, SGAMAI may at any time and from time to
time acquire additional Common Stock or, consistent with applicable regulations,
dispose of any or all of its Common Stock depending upon an ongoing evaluation
of the investment in the Common Stock, prevailing market conditions, other
investment opportunities, liquidity requirements of SGAMAI and/or other
investment considerations.
3
CUSIP No. 09064C107
Also, consistent with the investment purpose, SGAMAI may engage in
communications with one or more shareholders of the Company, one or more
officers of the Company and/or one or more members of the board of directors of
the Company and/or one or more representatives of the Company regarding the
Company, including but not limited to its operations.
Except to the extent the foregoing may be deemed a plan or proposal, SGAMAI does
not have any plans or proposals which relate to, or could result in, any of the
matters referred to in paragraphs (a) through (j).
Item 5. Interest in Securities of the Issuer
SGAMAI owns, through the Fund, 6,524,226 shares of Common Stock, which
represents 26.0% of the issued and outstanding Common Stock based on 25,116,401
issued and outstanding shares of Common Stock. SGAMAI has the sole power to vote
or direct the vote of, and the sole power to dispose or direct the disposition
of, those 6,524,226 shares of Common Stock. SGAMAI has no shared power to vote
or direct the vote of, or the shared power to dispose or direct the disposition
of, any shares of Common Stock.
Additionally, SGAMAI has the right to acquire 1,666,666 shares of Common Stock
upon conversion of convertible secured promissory notes, and 1,500,000 shares of
Common Stock upon exercise of warrants.
The 6,524,226 shares of Common Stock that SGAMAI owns of record, the 1,666,666
shares of Common Stock which may be acquired by conversion of the convertible
secured promissory notes, and the 1,500,000 shares of Common Stock which may be
acquired upon exercise of the warrants constitutes SGAMAI's total beneficial
ownership in the Company of 9,690,892 shares of Common Stock, which represents
34.3% of the issued and outstanding Common Stock.
In the 60 days prior to the date hereof, SGAMAI has not engaged in any
transactions in the Company's Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
4
CUSIP No. 09064C107
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.
July 23, 2008 By: /s/ Corinne Ferreire
- ------------- ----------------------------------
Date Corinne Ferreire
Director Adjoint du Private Equity
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
5
CUSIP No. 09064C107
ANNEX A
Business Position with Present
Name Address SGAMAI Citizenship Occupation
- ---- ------- ------ ----------- ----------
Olivier Lecler 170, Place Henri Regnault Directeur General (CEO) French Directeur General, SGAMAI
92043 La Defense
Paris, France
Fabrice Choukroun 170, Place Henri Regnault Directeur General Delegue French Directeur General Delegue,
92043 La Defense (Deputy CEO) SGAMAI
Paris, France
Jean Grimaldi 170, Place Henri Regnault Head of Department French Directeur du Private Equity
92043 La Defense SGAMAI
Paris, France
Corinne Ferreire 170, Place Henri Regnault Deputy Head of Department French Directeur Adjoint du Private Equity
92043 La Defense SGAMAI
Paris, France
6