Filing Details

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

 

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)

 

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CUSIP No. 784O53100

13G

Page 3 of 5 Pages

 

Item 1(a).

Name of Issuer:

Scythian Biosciences Corp.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

366 Bay Street, Suite 200

Toronto, Ontario M5H 4B2

Item 2(a).

Name of Person Filing:

Aphria Inc.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

245 Talbot Street, Suite 103

Leamington, Ontario N8H 1N8 Canada

Item 2(c).

Citizenship:

Alberta, Canada

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

784O53100

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

☐ Broker or dealer registered under Section 15 of the Act;

(b)

☐ Bank as defined in Section 3(a)(6) of the Act;

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Act;

(d)

☐ Investment company registered under Section 8 of the Investment Company Act;

(e)

☐ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

☐ Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐ Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(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;

 

(j)

☐ Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

CUSIP No. 784O53100

13G

Page 4 of 5 Pages

 

(a)

Amount beneficially owned: 1,344,250*

(b)

Percent of class: 17.36%**

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 1,344,250*

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 1,344,250*

(iv)

Shared power to dispose or to direct the disposition of: 0

 

*Includes 672,125 common shares and warrants convertible into 672,125 common shares.

**The percentages used herein are calculated based upon 7,741,276 outstanding shares of the Issuer, plus 672,125 common shares in aggregate underlying warrants which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.

Instruction.  For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

 

Item 5.

Ownership of Five Percent or Less of a Class.

If the 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.

N/A
 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.