Bailey Amends Portage Biotech Stake Filing

TL;DR

Bailey updated his Portage Biotech stake filing on 11/14/24. Watch for more details.

AI Summary

Dr. Gregory H. Bailey, through an amendment filed on November 14, 2024, has updated his Schedule 13D filing for Portage Biotech Inc. The filing indicates a change in the beneficial ownership of the company's ordinary shares. Specific details regarding the exact percentage change or new holdings are not immediately clear from this amendment alone, but it signifies an ongoing disclosure requirement for significant shareholders.

Why It Matters

This filing is important as it signals potential shifts in control or significant investment activity by a major shareholder in Portage Biotech Inc., which could impact the stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to volatility and strategic shifts for the company.

Key Players & Entities

• Portage Biotech Inc. (company) — Subject company
• Dr. Gregory H. Bailey (person) — Filing party
• Bailey Gregory (person) — Filing party

FAQ

Key Financial Figures

• $200 — ry Shares from the Issuer at a price of $200 per share. The securities were acquired
• $17.07 — ghted Average Price Per Share 57,411 $17.07 to $18.05 $17.48 12,589 $18.09 to $1
• $18.05 — age Price Per Share 57,411 $17.07 to $18.05 $17.48 12,589 $18.09 to $19.01 $18.
• $17.48 — e Per Share 57,411 $17.07 to $18.05 $17.48 12,589 $18.09 to $19.01 $18.43 (d)
• $18.09 — ,411 $17.07 to $18.05 $17.48 12,589 $18.09 to $19.01 $18.43 (d) Not applicable.
• $19.01 — 07 to $18.05 $17.48 12,589 $18.09 to $19.01 $18.43 (d) Not applicable. (e) Not
• $18.43 — 8.05 $17.48 12,589 $18.09 to $19.01 $18.43 (d) Not applicable. (e) Not applica

Filing Documents

• portage13d.htm (SC 13D/A) — 126KB
• 0001123292-24-000350.txt ( ) — 127KB

Security and Issuer

Item 1. Security and Issuer. The class of equity securities to which this Statement of Schedule 13D ("Schedule 13D") relates is the ordinary shares, without par value ("Ordinary Shares"), of Portage Biotech Inc., a company organized under the laws of the British Virgin Islands (the "Issuer"). The principal executive office of the Issuer is Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110. Unless otherwise specified, all Ordinary Share amounts and prices described in this Schedule 13D reflect the Issuer's (i) June 5, 2020 1-for-100 reverse stock split and (ii) August 15, 2024 1-for-20 reverse stock split.

Identity and Background

Item 2. Identity and Background. (a) No Change. (b) The Reporting Person's business address is 1st Floor, Viking House, St Paul Square, Ramsey, Isle of Man 1M8 1GB. (c) The Reporting Person's principal occupation is engaging in investment strategies for drug development opportunities through various corporate entities which have an office at 1st Floor, Viking House, St Paul Square, Ramsey, Isle of Man 1M8 1GB. (d) No Change. (e) No Change. (f) The Reporting Person is a citizen of Canada.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. In connection with a private placement which closed on June 16, 2020 (the "June 2020 Private Placement"), the Reporting Person purchased 5,000 Ordinary Shares from the Issuer at a price of $200 per share. The securities were acquired by the Reporting Person through the use of personal funds. On September 18, 2024, the Reporting Person sold 70,000 Ordinary Shares in a series of open market transactions. See Item 5(c) below for more information regarding these sales.

Purpose of Transaction

Item 4. Purpose of Transaction. The securities currently held and that were acquired as reported upon in this Amendment No 3, are being held for investment purposes. The Reporting Person intends to review his investment in the Issuer on a continuing basis and will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Ordinary Shares, the Issuer's financial position, operations, assets, prospects, strategic direction and business and other developments affecting the Issuer. The Reporting Person may from time to time take such actions with respect to his investment in the Issuer as he deems appropriate, including, without limitation, (i) acquiring additional Ordinary Shares or disposing of some or all of his Ordinary Shares (or other securities of the Issuer), including exercising of outstanding options; (ii) changing his current intentions with respect to any or all matters referred to in this Item 4; and/or (iii) engaging in hedging, derivative or similar transactions with respect to any securities of the Issuer. The Reporting Person may propose and encourage the Issuer to engage in acquisition and disposition transactions and to enter into financing transactions that may change the capitalization of the Issuer. For example, the Issuer may need to raise additional capital, and the Reporting Person may decide to participate in a financing of the Issuer. Any acquisition or disposition of the Issuer's securities may be made by means of open-market purchases or dispositions, privately negotiated transactions, or direct acquisitions from or dispositions to the Issuer. At the date of this Schedule 13D, except as set forth in this Schedule 13D and publicly announced by the Issuer, the Reporting Person does not have any plans or proposals which would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Iss

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) (1) After taking into account the Reporting Person's acquisition of Ordinary Shares in the June 2020 Private Placement, the Reporting Person beneficially owned 171,016 Ordinary Shares, representing 29.0% of the Issuer's Ordinary Shares, based on 588,789 Ordinary Shares outstanding as of July 10, 2020. (2) After taking into account the Reporting Person's disposition of Ordinary Shares on September 18, 2024, the Reporting Person beneficially owned 106,341 Ordinary Shares, representing 10.1% of the Issuer's Ordinary Shares, based on 1,048,765 Ordinary Shares outstanding as of August 26, 2024. The Reporting Person's beneficial ownership includes 5,325 Ordinary Shares underlying vested stock options. (b) The Reporting Person has the sole power to vote and to dispose of the 101,016 Ordinary Shares and, if exercised, the 5,325 Ordinary Shares underlying vested stock options. (c) On September 18, 2024, the Reporting Person sold 70,000 Ordinary Shares in a series of open market transactions. Details regarding the number of Ordinary Shares sold and the weighted average price per share are provided below. The Reporting Person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of Ordinary Shares sold at each separate price. Shares Sold Price Range Weighted Average Price Per Share 57,411 $17.07 to $18.05 $17.48 12,589 $18.09 to $19.01 $18.43 (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Not applicable. 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. Date: November 14, 2024 By: /s/ Gregory H. Bailey Name: Dr. Gregory H. Bailey

View Full Filing

View this SC 13D/A filing on SEC EDGAR