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    SEC Form SC 13G/A filed by CohBar Inc. (Amendment)

    2/1/22 9:00:56 AM ET
    $CWBR
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care
    Get the next $CWBR alert in real time by email
    SC 13G/A 1 ea154304-13ga3barzil_cohbar.htm AMENDMENT NO. 3 TO SCHEDULE 13G
     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     

    SCHEDULE 13G
    (Amendment No. 3)*

     

    Under the Securities Exchange Act of 1934

     

    CohBar, Inc.

    (Name of Issuer)

     

    Common Stock

    (Title of Class of Securities)

     

    19249J109

    (CUSIP Number)

     

    December 31, 2021

    (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   Page 2 of 5

     

    1.  

    NAMES OF REPORTING PERSONS

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    Nir Barzilai

    2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (see instructions)
    (a)     ☐
    (b)     ☐
    3.  

    SEC USE ONLY

     
     

    4.   CITIZENSHIP OR PLACE OF ORGANIZATION
     
    United States of America

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
      5.   SOLE VOTING POWER
     
    5,135,127(1)
      6.   SHARED VOTING POWER
     
    0
      7.   SOLE DISPOSITIVE POWER
     
    5,135,127(1)
      8.  

    SHARED DISPOSITIVE POWER

     

    0

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    5,135,127(1)
    10.  

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (see instructions)     ☐

     

    11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    5.94%
    12.   TYPE OF REPORTING PERSON (see instructions)

    IN

     

    1.Includes an aggregate of 59,722 shares issuable upon exercise of stock options and warrants exercisable within 60 days of the date hereof.

     

     

     

     

    CUSIP No. 19249J109   SC 13G   Page 3 of 5

     

    Item 1.

     

      (a) Name of Issuer
    CohBar, Inc.
         
      (b)

    Address of Issuer’s Principal Executive Offices
    1455 Adams Drive

    Menlo Park, CA 94025

     

    Item 2.

     

      (a) Name of Person Filing
    Nir Barzilai
         
      (b)

    Address of the Principal Office or, if none, residence
    c/o CohBar, Inc.

    1455 Adams Drive

    Menlo Park, CA 94025

         
      (c) Citizenship
    United States of America
         
      (d) Title of Class of Securities
    Common Stock, par value $0.001 per share
         
      (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:

     

      (a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
           
      (b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
           
      (c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
           
      (d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
           
      (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
           
      (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
           
      (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
           
      (h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
           
      (i) ☐ 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);
           
      (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

     

     

     

     

    CUSIP No. 19249J109   SC 13G   Page 4 of 5

     

    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: 5,135,127*
           
      (b) Percent of class: 5.94%
           
      (c) Number of shares as to which the person has:
           
        (i) Sole power to vote or to direct the vote: 5,135,127*
           
        (ii) Shared power to vote or to direct the vote: 0
           
        (iii) Sole power to dispose or to direct the disposition of: 5,135,127*
           
        (iv) Shared power to dispose or to direct the disposition of: 0

     

    * Includes an aggregate of 59,722 shares issuable upon exercise of stock options and warrants exercisable within 60 days of the date hereof.

     

    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.

     

    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   SC 13G   Page 5 of 5

     

    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.

     

      February 1, 2022
      Date
       
      /s/ Nir Barzilai
      Signature
       
      Nir Barzilai
      Name

     

     

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