UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number:3235-0076
Expires:June 30, 2012
Estimated average burden
hours per response:4.00
1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)☐NoneEntity Type
0001570716
Pathologics Associates, Inc.
☒Corporation
☐ Limited Partnership
☐ Limited Liability Company
☐ General Partnership
☐ Business Trust
☐Other 
Name of Issuer
 Adarza BioSystems, Inc.
Jurisdiction of Incorporation/Organization
DELAWARE 
Year of Incorporation/Organization
☒Over Five Years Ago
☐Within Last Five Years (Specify Year)
 
☐Yet to Be Formed
 
2. Principal Place of Business and Contact Information
Name of Issuer
 Adarza BioSystems, Inc.
Street Address 1Street Address 2
 150 LUCIUS GORDON DR., SUITE 110
 
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
 WEST HENRIETTA
 NEW YORK
 
 14586
 585-214-2406 
3. Related Persons
Last NameFirst NameMiddle Name
Henke
Randolph
R.
Street Address 1Street Address 2
 150 Lucius Gordon Dr., Suite 110 
 
CityState/Province/CountryZIP/Postal Code
 WEST HENRIETTA
 NEW YORK
 14586
Relationship:☒Executive Officer☒Director☒Promoter
Clarification of Response (if Necessary)
 
Last NameFirst NameMiddle Name
Striemer
Christopher
Street Address 1Street Address 2
 150 Lucius Gordon Dr., Suite 110 
 
CityState/Province/CountryZIP/Postal Code
 WEST HENRIETTA
 NEW YORK
 14586
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
 
Last NameFirst NameMiddle Name
Miller
Benjamin
Street Address 1Street Address 2
 150 Lucius Gordon Dr., Suite 110 
 
CityState/Province/CountryZIP/Postal Code
 WEST HENRIETTA
 NEW YORK
 14586
Relationship:☐Executive Officer☒Director☐Promoter
Clarification of Response (if Necessary)
 
Last NameFirst NameMiddle Name
Smoller
David
Street Address 1Street Address 2
 150 Lucius Gordon Dr., Suite 110 
 
CityState/Province/CountryZIP/Postal Code
 WEST HENRIETTA
 NEW YORK
 14586
Relationship:☐Executive Officer☒Director☐Promoter
Clarification of Response (if Necessary)
 
Last NameFirst NameMiddle Name
Dreismann
Heiner
Street Address 1Street Address 2
 150 Lucius Gordon Dr., Suite 110 
 
CityState/Province/CountryZIP/Postal Code
 WEST HENRIETTA
 NEW YORK
 14586
Relationship:☐Executive Officer☒Director☐Promoter
Clarification of Response (if Necessary)
 
Last NameFirst NameMiddle Name
Gronwall
Teryl
Street Address 1Street Address 2
 150 Lucius Gordon Dr., Suite 110 
 
CityState/Province/CountryZIP/Postal Code
 WEST HENRIETTA
 NEW YORK
 14586
Relationship:☒Executive Officer☐Director☐Promoter
Clarification of Response (if Necessary)
 
4. Industry Group
 ☐Agriculture
Banking & Financial Services
 ☐ Commercial Banking
 ☐ Insurance
 ☐Investing
 ☐ Investment Banking
 ☐ Pooled Investment Fund

 ☐Other Banking & Financial Services
☐ Business Services
Energy
 ☐ Coal Mining
 ☐ Electric Utilities
 ☐ Energy Conservation
 ☐ Environmental Services
 ☐ Oil & Gas
 ☐ Other Energy
Health Care
 ☒ Biotechnology
 ☐ Health Insurance
 ☐ Hospitals & Physicians
 ☐ Pharmaceuticals
 ☐ Other Health Care
☐ Manufacturing
Real Estate
 ☐Commercial
 ☐Construction
 ☐REITS & Finance
 ☐Residential
☐Other Real Estate
☐ Retailing
☐Restaurants
Technology
☐ Computers
☐ Telecommunications
☐ Other Technology
Travel
☐ Airlines & Airports
☐ Lodging & Conventions
☐ Tourism & Travel Services
☐ Other Travel
☐Other
5. Issuer Size
Revenue RangeAggregate Net Asset Value Range
☐No Revenues☐ No Aggregate Net Asset Value
 $1 - $1,000,000☐$1 - $5,000,000
☐ $1,000,001 - $5,000,000☐ $5,000,001 - $25,000,000
☐$5,000,001 - $25,000,000☐ $25,000,001 - $50,000,000
☐$25,000,001 - $100,000,000☐ $50,000,001 - $100,000,000
☐ Over $100,000,000☐ Over $100,000,000
☒ Decline to Disclose☐ Decline to Disclose
☐ Not Applicable☐ Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
☐Rule 504(b)(1) (not (i), (ii) or (iii))☐Rule 505
☐Rule 504 (b)(1)(i) ☐Rule 506
☐Rule 504 (b)(1)(ii) ☐Securities Act Section 4(6)
☐Rule 504 (b)(1)(iii)☐Investment Company Act Section 3(c)
☐Section 3(c)(1)☐Section 3(c)(9)
☐Section 3(c)(2)☐Section 3(c)(10)
☐Section 3(c)(3)☐Section 3(c)(11)
☐Section 3(c)(4)☐Section 3(c)(12)
☐Section 3(c)(5)☐Section 3(c)(13)
☐Section 3(c)(6)☐Section 3(c)(14)
☐Section 3(c)(7)

7. Type of Filing
☒ New Notice Date of First Sale 
2014-06-18
☐ First Sale Yet to Occur
☐ Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? ☐ Yes ☒ No

9. Type(s) of Securities Offered (select all that apply)
☐Pooled Investment Fund Interests☒Equity
☐Tenant-in-Common Securities ☐Debt
☐Mineral Property Securities☐Option, Warrant or Other Right to Acquire Another Security
☐Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security☐Other (describe)
 

10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? ☐ Yes ☒ No
Clarification of Response (if Necessary)
 
11. Minimum Investment
Minimum investment accepted from any outside investor$
  0
USD

12. Sales Compensation
Recipient
Recipient CRD Number☐None
(Associated) Broker or Dealer☐None
(Associated) Broker or Dealer CRD Number☐None
Street Address 1Street Address 2
CityState/Province/CountryZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States 		☐All States
☐Foreign/non-US

13. Offering and Sales Amounts
 
Total Offering Amount $
2,000,000
USD or ☐Indefinite
Total Amount Sold $
2,000,000
USD
Total Remaining to be Sold $
0
USD or☐Indefinite
Clarification of Response (if Necessary)
  
14. Investors

☐Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
13
15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$
0
USD☒Estimate
Finders' Fees$
0
USD☒Estimate
Clarification of Response (if Necessary)
 
 
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
 $ 
0
USD☒Estimate
Clarification of Response (if Necessary)
 
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
 In submitting this notice, each Issuer named above is: 
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
 
IssuerSignatureName of SignerTitleDate
Adarza BioSystems, Inc./s/ Teryl GronwallTeryl GronwallChief Operating Officer2014-07-03

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.