UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
PIPEX PHARMACEUTICALS, INC.
(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
724153 10 1
(CUSIP NUMBER)
HANK GRACIN, ESQ.
LEHMAN & EILEN LLP
MISSION BAY OFFICE PLAZA
SUITE 300
20283 STATE ROAD 7
BOCA RATON, FL 33498
(561) 237-0804
(NAME, ADDRESS, TELEPHONE NUMBER OF
PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATION)
January 7, 2007
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(f) or 240.13d(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 ' 24013d-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 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).
CUSIP NO. 724153 10 1 13D Page 2 of 6 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Nicholas Stergis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER: 5,105,131 shares*
8. SHARED VOTING POWER: 0 shares
9. SOLE DISPOSITIVE POWER: 5,105,131 shares*
10. SHARED DISPOSITIVE POWER 0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,105,131 shares*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.81%
14. TYPE OF REPORTING PERSON*: IN
* Consists of 4,065,876 shares of common stock and 1,039,255 warrants to
purchase shares of common stock
CUSIP NO. 724153 10 1 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common shares, $.001
par value (the "Common Shares"), of Pipex Pharmaceuticals, Inc., a Delaware
corporation, with principal executive offices located at 3985 Research Park
Drive, Ann Arbor, MI 48108 (the "Issuer").
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of Nicholas
Stergis.
Mr. Stergis is filing this statement pursuant to Rule 13d-1(a)
under the Exchange Act of 1934, as amended. By the signature on this Statement,
Mr. Stergis agrees that this Statement is filed on his behalf.
(b) Mr. Stergis's present occupation is Chief Operating Officer
of Pipex Therapeutics, Inc. The principal business address of Mr. Stergis is
3985 Research Park Drive, Ann Arbor MI 48108. Mr. Stergis is a citizen of the
United States of America.
(c) During the last five years, Mr. Stergis has not been
convicted in a criminal proceeding.
(d) During the last five years, Mr. Stergis has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations or, prohibiting or mandating
activities subject to, United States Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Effective October 31, 2006, Pipex Therapeutics, Inc., a Delaware
corporation, became a wholly owned subsidiary of the Issuer, when it merged with
and into Pipex Therapeutics Acquisition Corp., a wholly owned subsidiary of the
Issuer. At the effective time of the merger, every share of Pipex Therapeutics
Inc.'s issued and outstanding common shares were cancelled and converted into
one common share of the Issuer. As a result, Mr. Stergis acquired 4,065,876 of
the Issuer's common shares. All of these shares were initially acquired from
Pipex Therapeutics, Inc. in exchange for a cash investment.
In October and November 2006, the Issuer completed a private
placement with Accredited Equities Inc. ("AEI") as its placement agent. In
connection with this private placement, Mr. Stergis received 1,016,302 warrants
to purchase 1,016,302 shares of the Issuer's common stock at $.74 per share in
his capacity as the Managing Director of AEI.
USIP NO. 724153 10 1 13D Page 4 of 6 Pages
Mr. Stergis received on January 7, 2007 22,953 arrants to purchase
22,953 shares of the Issuer's common tock at an exercise price of $1.10 in
exchange for reviously issued warrants to purchase common stock hares of
Effective Pharmaceuticals, Inc. ("EPI") in onnection with the Issuer's
acquisition of EPI.
Item 4. Purpose of the Transaction.
Mr. Stergis has purchased the common shares for investment
purposes. Mr. Stergis may acquire additional common shares of the Issuer or
securities convertible into common shares of the Issuer, or may dispose of the
same, through market transactions or otherwise.
Mr. Stergis does not have any current definite plans or proposals
which would relate to or result in:
(a) the acquisition or disposition of securities of the Issuer
other than as herein disclosed;
(b) an extraordinary corporate transaction such as a merger;
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any changes in the present board of directors or management
of the Issuer;
(e) any material change in the present capitalization or dividend
policy of the Issuer; or
(f) any change in the Issuer's charter or by-laws which may
impede the acquisition of control of the Issuer by any person.
Mr. Stergis, however, in his capacity as a Director of the Issuer,
consistently evaluates potential acquisition candidates and capital raising
transactions on behalf of the Issuer.
Item 5. Interest in Securities of the Issuer.
The only interest in the securities of the Issuer which Mr. Stergis
holds are the interests which have been described above in Item 3.
As of the date hereof, the Issuer has 50,979,171 common shares
issued and outstanding.
CUSIP NO. 724153 10 1 13D Page 5 of 6 Pages
Mr. Stergis has sole voting power and sole dispositive power over
5,105,131 common shares of the Issuer. As a result, Mr. Stergis beneficially
owns approximately 9.81% of the Issuer's outstanding common shares.
(g) The following transactions in the Issuer's common stock have
been effected during the past 60 days by Mr. Stergis:
None.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
None.
CUSIP NO. 724153 10 1 13D Page 6 of 6 Pages
Signatures
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: As of March 9, 2007
/s/Nicholas Stergis
--------------------
Nicholas Stergis