UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dor Biopharma, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
258091101
--------------------------------------------------------------------------------
(CUSIP NUMBER)
December 15, 2004
--------------------------------------------------------------------------------
(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).
Page 1 of 5 Pages
SCHEDULE 13G
========================= =========================
CUSIP No. 258091101 Page 2 of 5 Pages
========================= =========================
|
1. | NAME OF REPORTING PERSONS: LESTER E. LIPSCHUTZ
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
___|____________________________________________________________________________
|
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
| (a) [_]
| (b) [_]
___|____________________________________________________________________________
|
3. | SEC USE ONLY
___|____________________________________________________________________________
|
4. | CITIZENSHIP or PLACE OF ORGANIZATION United States
___|____________________________________________________________________________
NUMBER OF |5. | SOLE VOTING POWER 2,842,172
SHARES |____|____________________________________________________________
BENEFICIALLY | |
OWNED BY |6. | SHARED VOTING POWER 0
EACH |____|____________________________________________________________
REPORTING | |
PERSON WITH |7. | SOLE DISPOSITIVE POWER 2,842,172
|____|____________________________________________________________
| |
|8. | SHARED DISPOSITIVE POWER 0
______________|____|____________________________________________________________
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,842,172
___|____________________________________________________________________________
10.| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
| CERTAIN SHARES: [_]
___|____________________________________________________________________________
11.| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.76%(1)
___|____________________________________________________________________________
12 | TYPE OF REPORTING PERSON IN
___|____________________________________________________________________________
SCHEDULE 13G
========================= =========================
CUSIP No. 258091101 Page 3 of 5 Pages
========================= =========================
Item 1(a). Name of Issuer:
Dor Biopharma, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1691 Michigan Avenue
Suite 435
Miami, Fl 33139
Item 2(a). Name of Person Filing:
Lester E. Lipschutz
Item 2(b). Address of Principal Business Office or, if None, Residence:
Wolf, Block, Schorr and Solis-Cohen, LLP
1650 Arch Street- 22nd Floor
Philadelphia, PA 19103
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
258094101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a: Not
Applicable
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Exchange Act;
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Exchange Act;
SCHEDULE 13G
========================= =========================
CUSIP No. 258091101 Page 4 of 5 Pages
========================= =========================
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund 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) [ ] Saving Association as defined in Section 3(b) of The
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of
an Investment Company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: Mr. Lipschutz may be deemed the
beneficial owner of 2,842,172. Beneficial ownership consists of voting and
dispositive power over 2,842,172 shares owned by the Lindsay A. Rosenwald 2000
(Delaware) Irrevocable Indenture of Trust for which Mr. Lipschutz is the
adviser, which consists of 886,399 shares and 1,950,773 warrants to purchase
shares. Mr. Lipschutz disclaims beneficial ownership of these securities and the
filing of this report is not an admission that Mr. Lipschutz is the beneficial
owner of these securities.
(b) Percent of Class: 6.76%(1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 2,842,172
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or direct the disposition of:
2,842,172
(iv) Shared power to dispose or to direct the disposition
of: 0
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: []
SCHEDULE 13G
========================= =========================
CUSIP No. 258091101 Page 5 of 5 Pages
========================= =========================
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
As of December 15, 2004, Mr. Lipschutz serves as adviser of the Lindsay
A. Rosenwald 2000 (Delaware) Irrevocable Indenture of Trust. Mr. Lipschutz has
the power to direct receipt of the proceeds from a sale of the shares owned by
such trust.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
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 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.
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.
December 16, 2004
--------------------------
(Date)
Lester E. Lipschutz
--------------------------
(Signature)
Lester E. Lipschutz
--------------------------
(Name/Title)
(1) Based on 42,042,943 shares reported outstanding at November 1, 2004.