Item 1.
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Security and Issuer
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This
statement (this Statement) relates to the issuance of 3,389,902 shares of
common stock, par value $0.001 per share (Common Stock) of
GAMMACAN
INTERNATIONAL, INC.
, a Delaware corporation (the Issuer). The principal
executive offices of the Issuer are located at 39 Jerusalem Street Kiryat Ono, 55423,
Israel.
Item 2.
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Identity and Background
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The Reporting Persons are, ARP
BioMed Ltd. ("ARP"), and Mr. Poju Zabludowicz. ARP is controlled by Mr. Poju
Zabludowicz through his control of ZT Investment Ltd.
(1)
(a), (b) ARP is a company established in accordance with the laws of Israel, and
is located at 12A Sgbazi Street, Neve Tzedek, Tel Aviv, Israel.
(c)
Occupation and Employment: Not applicable.
(f)
Citizenship: Not applicable.
The executive officer and director of
ARP, his principal occupation, address and citizenship are set forth below:
Name
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Occupation
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Address
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Citizenship
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Yair Aloni
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Businessman;
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c/o ARP 12A Shbazi
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Israeli
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Director of companies
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Street, Neve Tzedek,
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Tel Aviv Israel
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The following persons may by reason
of their interests in and relationships among them with respect to ARP, be deemed to
control ARP:
(2)
(a), (b), (c), (f) Mr. Mr. Poju Zabludowicz holds his shares of ARP
through his control of ZT Investment Ltd., a company established according to
the laws of Denmark.
(d)
Criminal Proceedings: During the previous five (5) years, none of the Reporting
Persons, or to the knowledge of the Reporting Persons, any director or executive
officer of ARP, have been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e)
Civil Proceedings: During the previous five (5) years, neither the Reporting
Persons, or to the knowledge of the Reporting Persons, any director or executive
officer of ARP, have been party to a civil proceeding of any of a judicial or
administrative body of competent jurisdiction such that, as a result of such
proceeding, the Reporting Persons or any of the individuals identified in this
Item 2 was or is subject to a judgment, decree or final order enjoining future
violations, of, or prohibiting or mandating activity subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration.
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On
August 13, 2008, ARP conducted a closing of a Share Purchase Agreement, dated November 26,
2007, and amended on August 11, 2008, pursuant to which it was issued 3,389,902 Common
Stock of the Issuer in consideration for the transfer by ARP of all of its holdings in
GammaCan Ltd., which constituted 12.5% of such company, a subsidiary of the Issuer.
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Item 4.
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Purpose of Transaction
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The
Reporting Persons have acquired beneficial ownership of the shares of Common Stock as
described in this Schedule 13D for investment purposes.
The
Reporting Persons have no present plans or proposals which would result in or relate to
any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5.
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Interest in Securities of the Issuer.
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(a)
(b) ARP is the beneficial owner of 3,389,902 Common Stock of the Issuer,
constituting 7.01% of the outstanding Common Stock of the Issuer. Mr. Poju
Zabludowicz, by virtue of his relationship and interests in ARP, may be deemed
to control ARP and consequently shares the beneficial ownership of 3,389,902
Common Stock of the Issuer. ARP holds the sole right to vote 3,389,902 of such
Common Stock, which right is directed by Mr. Poju Zabludowicz.
(c)
No transactions in the Common Stock were effected by the Reporting Persons in
the past 60 days.
(d)
Not Applicable.
(e)
Not Applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer.
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ARP
entered into a Share Purchase Agreement, Lock Up Agreement and Registration Rights
Agreement, as amended with the Issuer in respect of the 3,389,902 Common Stock purchased.
A copy of these Agreements and the amendment thereto were filed by the Issuer on December
19, 2007, on Form 8K, and on August 14, 2008, on Form 10QSB.
Item 7.
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Materials to be Filed as Exhibits.
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The following exhibits are hereby
incorporated by reference:
Joint Filing Agreement, dated August
31, 2008, between Mr. Poju Zabludowicz and ARP, authorizing ARP to file this Schedule 13D
and any amendments hereto on behalf of Mr. Poju Zabludowicz.
Share Purchase Agreement, Lock Up
Agreement and Registration Rights Agreement, between ARP BioMed Ltd. and Gammacan
International Inc., dated November 26, 2007 incorporated by reference, as filed on
Form 8K by Gammacan International, Inc., on December 19, 2007 (File Number 000-32835,
071316276).
Amendment Agreement, between ARP
BioMed Ltd. and Gammacan International Inc., dated June 2008 incorporated by
reference, as filed on Form 10QSB by Gammacan International Inc., on August 14, 2008 (File
Number 000-32835, 081018576).
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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.
Dated: August 31, 2008
/s/
Mr. Poju Zabludowicz
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/s/
ARP BioMed Ltd.
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Authorized signatories of ARP BioMed,
for itself and on behalf of Mr. Poju Zabludowicz, pursuant to the consent incorporated by
reference as Exhibit 1 to this Schedule 13D.
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ARP BioMed Ltd.
12A Shbazi Street
Neve Tzedek
Tel Aviv, Israel
August 31, 2008
Gentlemen,
Pursuant to rule 13d-k(l)(iii)
promulgated under the Securties Exchange Act 1934, as amended, the undersigned hereby
agrees that ARP BioMed Ltd. (ARP) may file as necessary on behalf of the
undersigned with the Securities and Exchange Commission on a Schedule 13D or any
amendments thereto in respect of shares of GammaCan International Inc., purchased, owned
or sold from time to time by the undersigned.
ARP is hereby authorized to file a
copy of this letter as an exhibit to said Schedule 13D or any amendments thereto.
Sincerely,
/s/
Mr. Poju Zabludowicz
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Agreed:
/s/
ARP BioMed Ltd.
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7
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