UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

  

CERES, INC.

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

  

156773400

(CUSIP Number)

  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(c)

 

*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).

   

(Continued on following page(s)

 

 

 

Page 1 of 5 Pages

 

 

CUSIP No. 156773400   13G   Page 2 of 5 Pages

   

1.   NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Brio Capital Master Fund Ltd.
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
      (a)    ☐
      (b)    ☐
3.  

SEC USE ONLY

 
 

4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 

      Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
   5.   SOLE VOTING POWER
 
      1,172,326 Common Stock
  6.   SHARED VOTING POWER
 
      None
  7.   SOLE DISPOSITIVE POWER
 
      1,172,326 shares of Common Stock
  8.   SHARED DISPOSITIVE POWER
 
      None

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,172,326 shares of Common Stock
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES           ☒
 
   

The aggregate amount in Row 9 represents the maximum amount of shares that Brio Capital Master Fund Ltd. can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of Brio Capital Master Fund Ltd.’s securities would exceed this restriction.

11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      9.99%
12.   TYPE OF REPORTING PERSON

      CO

 

 

 

 

CUSIP No. 156773400   13G   Page 3 of 5 Pages

 

ITEM 1 (a) NAME OF ISSUER: Ceres, Inc.

 

ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

1535 Rancho Conejo Boulevard, Thousand Oaks, CA

 

ITEM 2 (a) NAME OF PERSON FILING: Brio Capital Master Fund Ltd.

 

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401W, Rockville Centre, NY 11570

 

ITEM 2 (c) CITIZENSHIP: Cayman Islands

 

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value

 

ITEM 2 (e) CUSIP NUMBER: 156773400

 

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

 

ITEM 4 OWNERSHIP

 

(a) AMOUNT BENEFICIALLY OWNED: 1,172,326 Shares of Common Stock

 

(b) PERCENT OF CLASS: 9.99%

 

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

 

(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

 

1,172,326 Shares

 

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

 

0 Shares

 

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

1,172,326 Shares

 

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

0 Shares

 

 

 

  

CUSIP No. 156773400   13G   Page 4 of 5 Pages

 

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable

 

 

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

 

Not applicable

 

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

 

Not applicable

 

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

 

Not applicable

 

 

 

 

CUSIP No. 156773400   13G   Page 5 of 5 Pages

  

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 17, 2015
  (Date)
   
  /s/ Shaye Hirsch
  (Signature)
   
  Shaye Hirsch, Director
  (Name/Title)