UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Elevai Labs Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
28622K104
(CUSIP Number)
January 31, 2023
(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) |
| ☐ | 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 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).
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JP Bio Consulting LLC, 85-1618883 |
| 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
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
2,851,454 |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER 2,851,454 | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,851,454 shares of common stock |
| 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
16.5% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
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Item 1(a). Name of Issuer:
Elevai Labs Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
120 Newport Center Drive, Ste. 250, Newport Beach, CA
Item 2(a). Names of Persons Filing:
The names of the persons filing this report (collectively, the “Reporting Persons”) are:
Jordan R. Plews
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons is:
c/o JP Bio Consulting LLC, 2615 Q Street, #1, Sacramento, CA 95816
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share (“Common Stock”)
Item 2(e). CUSIP Number:
28622K104
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:
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: 2,851,454 shares of Common Stock
(b) Percent of class: 16.5%
(c) Number of shares as to which the person has
| (i) | Sole power to vote or to direct the vote 2,851,454 shares of Common Stock |
| (ii) | Shared power to vote or to direct the vote 0 shares of Common Stock |
| (iii) | Sole power to dispose or to direct the disposition of 2,851,454 shares of Common Stock |
| (iv) | Shared power to dispose or to direct the disposition of 0 shares of Common Stock |
Jordan R. Plews has sole voting and dispositive power over Common Stock held by JP Bio Consulting LLC, a California corporation.
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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 Persons have 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.
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.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under § 240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| By: | /s/ Jordan R. Plews | |
| Name: | Jordan R. Plews |
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