UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Boston Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
05351T100
(CUSIP Number)
Harold S. Parnes
1525 Voorhies Ave.
Brooklyn, NY 11235
(347) 528-5297
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 2014
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 Rule 13d-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 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. | 05351T100 |
1 | NAMES OF REPORTING PERSONS | |||||||||||||||||||||||||||||||||||||
Harold S. Parnes | ||||||||||||||||||||||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||||||||||||||||||||||||||||||||||
(a) o | ||||||||||||||||||||||||||||||||||||||
(b) o | ||||||||||||||||||||||||||||||||||||||
3 | SEC USE ONLY | |||||||||||||||||||||||||||||||||||||
4 | SOURCE OF FUNDS | |||||||||||||||||||||||||||||||||||||
PF | ||||||||||||||||||||||||||||||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |||||||||||||||||||||||||||||||||||||
o | ||||||||||||||||||||||||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||||||||||||||||||||||||||||||||||
United States of America | ||||||||||||||||||||||||||||||||||||||
7 | SOLE VOTING POWER | |||||||||||||||||||||||||||||||||||||
NUMBER OF | 2,020,000 | |||||||||||||||||||||||||||||||||||||
SHARES | 8 | SHARED VOTING POWER | ||||||||||||||||||||||||||||||||||||
BENEFICIALLY | ||||||||||||||||||||||||||||||||||||||
OWNED BY | -0- | |||||||||||||||||||||||||||||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | ||||||||||||||||||||||||||||||||||||
REPORTING | ||||||||||||||||||||||||||||||||||||||
PERSON | 2,020,000 | |||||||||||||||||||||||||||||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||||||||||||||||||||
-0- | ||||||||||||||||||||||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||||||||||||||||||||||||||||||||||
2,020,000 | ||||||||||||||||||||||||||||||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||||||||||||||||||||||||||||||||||
o | ||||||||||||||||||||||||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||||||||||||||||||||||||||||||||||||
5.2% (1) | ||||||||||||||||||||||||||||||||||||||
14 | TYPE OF REPORTING PERSON | |||||||||||||||||||||||||||||||||||||
IN |
(1) Based on 38,556,508 shares of the Issuer’s Common Stock issued and outstanding as of February 5, 2015, as disclosed in Amendment 3 to the Issuer’s Form S-1 filed with the Securities and Exchange Commission on February 11, 2015. |
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, par value $.001 per share (the “Common Stock”), of Boston Therapeutics, Inc., (the “Issuer”). The address of the Issuer’s principal executive offices is 1750 Elm Street, Suite 103, Manchester, NH 03104.
Item 2. Identity and Background.
(a) | Name: Harold S. Parnes (“Dr. Parnes” or the “Reporting Person”) |
(b) | The business address of the Reporting Person is 1525 Voorhies Ave, Brooklyn, NY 11235. |
(c) | The Reporting Person is a self-employed physician with a principal place of business located at. 1525 Voorhies Ave, Brooklyn, NY 11235 |
(d) | The Reporting Person, was not, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | The Reporting Person was not, during the last five years, 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 (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws. |
(f) | The Reporting Person is a citizen of the United States of America. |
Item 3. Source and Amount of Funds and Other Consideration.
The Reporting Person is the beneficial owner of an aggregate of 2,020,000 shares of Common Stock which were purchased for an aggregate consideration of $1,230,818.11. The Reporting Person’s personal funds were the source of such consideration.
Item 4. Purpose of Transaction.
The Reporting Person acquired the above reported 2,020,000 shares of the Common Stock based on his interest in the Common Stock as an investment opportunity. He intends to continue to review his equity interest in the Issuer. In addition, depending on his respective evaluations of the factors described below, The Reporting Person may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by him, or cease buying or selling such securities. Any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated transactions, or otherwise.
The Reporting Person does not currently have any specific plans that relate to or would result in the actions described below.
(1) | Any change in the Company’s present Board of Directors or management (including the nomination, election or removal of directors); |
(2) | The approval or recommendation of compensation plans; |
(3) | Approvals or recommendations regarding executive compensation; |
(4) | The appointment of auditors, or investment or legal advisors; |
(5) | Any extraordinary corporate transactions, such as a merger, reorganization or liquidation involving the Company or its subsidiaries; |
(6) | Any material change in the Company’s present capitalization, including the sale of additional capital stock, or any dividend policy; |
(7) | Any other material change in the Company’s business or corporate structure; |
(8) | Any change in the Company’s charter or by-laws (some of which my encourage or impede the acquisition of control of the Company by any person), including changes in the number and type of authorized capital stock; |
(9) | The Company’s Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or registered national securities association; |
(10) | The Company’s Common Stock or any other class of securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; and |
(11) | Any action similar to those enumerated above. |
The factors that the Reporting Person may consider in evaluating his equity interest in the Issuer include the following: (i) the Issuer’s business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase or sale at particular price levels; (iii) the availability and nature of opportunities to dispose of the Reporting Person’s interests; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to the Reporting Person; and (vii) other plans and needs of the Reporting Person.
Depending on his assessment of the foregoing factors, the Reporting Person may, from time to time, modify his present intentions as stated in this Item 4.
Item 5. Interest in Securities of the Company.
(a) | The aggregate number and percentage of class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person may be found in rows 11 and 13 of the Cover Pages of this Schedule 13D, which are hereby incorporated by reference. |
(b) | The powers that the Reporting Person has relative to the shares of the Issuer’s common stock discussed herein may be found in rows 7 through 10 of the Cover Pages of this Schedule 13D, which are hereby incorporated by reference. |
(c) | In the 60 days preceding September 30, 2014, the date of the event requiring the filing of this statement, the Reporting Person engaged in the following transactions involving the Issuer’s Common Stock, all of which were conducted as open market purchases: (2) |
On August 4, 2014, the Reporting Person purchased 20,000 shares of Common Stock at a weighted average price of $0.5449 per share.
On August 5, 2014, the Reporting Person purchased 10,000 shares of Common Stock at a weighted average price of $0.5490 per share.
On August 14, 2014, the Reporting Person purchased 20,000 shares of Common Stock at a weighted average price of $0.5014 per share.
On August 15, 2014, the Reporting Person purchased 120,000 shares of Common Stock at a weighted average price of $0.4916 per share.
On August 29, 2014, the Reporting Person purchased 36,000 shares of Common Stock at a weighted average price of $0.4466 per share.
On September 2, 2014, the Reporting Person purchased 28,000 shares of Common Stock at a weighted average price of $0.4356 per share.
On September 9, 2014, the Reporting Person purchased 42,000 shares of Common Stock at a weighted average price of $0.4170 per share.
On September 11, 2014, the Reporting Person purchased 4,000 shares of Common Stock in a single trade at a price of $0.4312 per share.
On September 24, 2014, the Reporting Person purchased 8,000 shares of Common Stock at a weighted average price of $0.4325 per share.
On September 29, 2014, the Reporting Person purchased 8,500 shares of Common Stock at a weighted average price of $0.3833 per share.
On September 30, 2014, the Reporting Person purchased 12,870 shares of Common Stock at a weighted average price of $0.4642 per share.
(2) The range of prices for the reported transactions is as follows: August 4, 2014 - $0.5323-$0.5715, August 5, 2014 - $0.5400-$0.5625, August 14, 2014 - $0.4550-$0.5355, August 15, 2014 - $0.4899-$0.4949, August 29, 2014 - $0.4390-$0.4500, September 2, 2014 - $0.4229-$0.4700, September 9, 2014 - $0.4117-$0.4298, September 24, 2014 - $0.4240-$0.4500, September 29, 2014 - $0.3815-$0.4000 and September 30, 2014 - $0.4220-$0.5215. |
In the days following September 30, 2014, the date of the event requiring the filing of this statement through the date of this statement, the Reporting Person engaged in the following transactions involving the Issuer’s Common Stock, all of which were conducted as open market purchases: (3) |
On October 3, 2014, the Reporting Person purchased 24,000 shares of Common Stock at a weighted average price of $0.352 per share.
On October 21, 2014, the Reporting Person purchased 24,000 shares of Common Stock at a weighted average price of $0.317 per share.
On November 10, 2014, the Reporting Person purchased 48,000 shares of Common Stock at a weighted average price of $0.338 per share.
(3) The range of prices for the reported transactions is as follows: October 3, 2014 - $0.3317-$0.375, October 21, 2014 - $0.2964-$0.341 and November 10, 2014 - $0.2971-$0.5361. |
(d) | No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, the 2,020,000 shares of the Common Stock reported hereby. |
(e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
/s/ Harold S. Parnes | |
Harold S. Parnes |
Date: February 20, 2015