CUSIP No: 45826P200
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. ____)*
Integrated Ventures, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
45826P200
(CUSIP Number)
March 30, 2021
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*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 purposes 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: 45826P200
(1) |
NAMES OF REPORTING PERSONS
CVI Investments, Inc.
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
(3) |
SEC
USE ONLY
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(5)
|
SOLE VOTING POWER
0
|
(6)
|
SHARED VOTING POWER **
15,000,000
|
(7)
|
SOLE DISPOSITIVE POWER
0
|
(8)
|
SHARED DISPOSITIVE POWER **
15,000,000
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,000
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
|
(12)
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
** Heights Capital Management, Inc. is the investment manager to
CVI Investments, Inc. and as such may exercise voting and
dispositive power over these shares. |
CUSIP No: 45826P200
(1) |
NAMES OF REPORTING PERSONS
Heights Capital Management, Inc.
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
(3) |
SEC USE ONLY
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(5)
|
SOLE VOTING POWER
0
|
(6)
|
SHARED VOTING POWER **
15,000,000
|
(7)
|
SOLE DISPOSITIVE POWER
0
|
(8)
|
SHARED DISPOSITIVE POWER **
15,000,000
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,000
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
|
(12)
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
** Heights Capital Management, Inc. is the investment manager to
CVI Investments, Inc. and as such may exercise voting and
dispositive power over these shares. |
CUSIP No: 45826P200
Item 1.
(a) Name of Issuer
Integrated Ventures, Inc. (the “Company”)
(b) Address of Issuer’s Principal Executive
Offices
73 Buck Road, Suite 2, Huntingdon Valley, PA 19006
Item 2(a). Name of Person Filing
This statement is filed by the entities listed below, who are
collectively referred to herein as “Reporting Persons,” with
respect to the shares of common stock of the Company, $0.001 par
value per share (the “Shares”).
|
(i) |
CVI Investments, Inc. |
|
(ii) |
Heights Capital Management, Inc. |
Item 2(b). Address of Principal Business
Office or, if none, Residence
The address of the principal business office of CVI Investments,
Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital
Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d) Title of Class of Securities
Common stock, $0.001 par value per share
Item 2(e) CUSIP Number
45826P200
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: |
(a) |
¨ |
Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78o). |
CUSIP No: 45826P200
(b) |
¨ |
Bank as defined in Section 3(a)(6)
of the Act (15 U.S.C. 78c). |
(c) |
¨ |
Insurance company as defined in
Section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d) |
¨ |
Investment company registered under
Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8). |
(e) |
¨ |
An investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E); |
(f) |
¨ |
An employee benefit plan
or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
(g) |
¨ |
A parent holding company
or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
(h) |
¨ |
A savings association as defined in
Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
(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 (15 U.S.C. 80a-3); |
(j) |
¨ |
A non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J); |
(k) |
¨ |
Group, in accordance with Rule
13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of institution:
________________
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
The information required by Items 4(a) – (c) is set forth in Rows 5
– 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting
Person.
The Company’s Current Report on Form 8-K, filed on April 2, 2021,
indicates there were 189,685,962 Shares outstanding (excluding
Shares underlying warrants issued at the same time) as of the
completion of the offering of the Shares referred to therein.
Heights Capital Management, Inc., which serves as the investment
manager to CVI Investments, Inc., may be deemed to be the
beneficial owner of all Shares owned by CVI Investments, Inc. Each
of the Reporting Persons hereby disclaims any beneficial ownership
of any such Shares, except for their pecuniary interest
therein.
Item 5. |
Ownership of Five Percent or Less
of a Class |
If this 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 |
Not applicable.
CUSIP No: 45826P200
Item 7. |
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person |
Not applicable.
Item 8. |
Identification and Classification
of Members of the Group |
Not applicable.
Item 9. |
Notice of Dissolution of Group |
Not applicable.
By signing below each of the undersigned certifies that, to the
best of its 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.
CUSIP No: 45826P200
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and
correct.
Dated: April 7, 2021
CVI
INVESTMENTS, INC. |
|
HEIGHTS
CAPITAL MANAGEMENT, INC. |
|
|
|
By: Heights Capital Management, Inc.
|
|
By: |
/s/ Brian Sopinsky
|
pursuant to a Limited Power of
Attorney, a copy of which is attached |
|
Name:
Brian Sopinsky |
as Exhibit I hereto |
|
Title:
Secretary |
|
|
|
By: |
/s/
Brian
Sopinsky |
|
|
Name:
Brian Sopinsky |
|
|
Title:
Secretary |
|
|
CUSIP No: 45826P200
EXHIBIT INDEX
CUSIP No: 45826P200
Exhibit I
LIMITED POWER OF ATTORNEY
THIS LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015
by CVI Investments, Inc. (hereinafter called "the Company"), whose
Registered Office is situated at PO Box 309GT, Ugland House, South
Church Street, George Town, Grand Cayman, Cayman Islands.
WHEREAS, by agreement dated July 16, 2015, by and between the
Company and Heights Capital Management, Inc., the Company expressly
authorized Heights Capital Management, Inc. to enter into
transactions in certain designated areas as defined in the
Discretionary Investment Management Agreement attached hereto
marked "Appendix l."
NOW THIS DEED WITNESSETH that William Walmsley, Director of the
Company, hereby appoints on behalf of the Company the firm of
HEIGHTS CAPITAL MANAGEMENT, INC., which through its officers,
directors and employees is hereby formally granted limited power of
attorney for the purpose of entering into transactions on behalf
and for the account of the Company; and to take all actions on
behalf of the Company as may be necessary to consummate such
transactions, including but not limited to making, negotiating;
signing, endorsing, executing, acknowledging and delivering in the
name of the Company all applications, contracts, agreements, notes,
statements, certificates, proxies and any other instruments of
whatever kind and nature as may be necessary or proper in
connection with the entering into of such transactions, instructing
the transfer of funds where necessary with respect to such
transactions, and performing all of the services specified under
the Discretionary Investment Management Agreement with respect to
such transactions.
IN WITNESS WHEREOF, the Company has caused this Limited Power of
Attorney to take effect on the day and year above written.
|
CVI Investments, Inc. |
|
|
|
By: |
/s/ William Walmsley |
|
|
William Walmsley, Director |
CUSIP No: 45826P200
EXHIBIT II
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that
the Schedule 13G filed with the Securities and Exchange Commission
on or about the date hereof with respect to the beneficial
ownership by the undersigned of the shares of common stock of
Integrated Ventures, Inc., $0.001 par value per share, is being
filed, and all amendments thereto will be filed, on behalf of each
of the persons and entities named below in accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated as of April 7, 2021
CVI INVESTMENTS, INC.
|
|
HEIGHTS CAPITAL MANAGEMENT, INC.
|
|
|
|
By: Heights Capital Management, Inc. |
|
By: |
/s/ Brian
Sopinsky |
pursuant to a Limited Power of Attorney |
|
Name: Brian Sopinsky |
|
|
Title:
Secretary |
By: |
/s/ Brian
Sopinsky |
|
|
Name: Brian Sopinsky |
|
|
Title:
Secretary |
|
|
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