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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/14/12 Iroquois Capital Management, LLC SC 13G/A 1:57K Radient Pharmaceuticals Corp RR Donnelley/FA Joshua Silverman Richard Abbe |
Document/Exhibit Description Pages Size 1: SC 13G/A Amendment to Statement of Beneficial Ownership HTML 36K
| SC 13G/A |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Radient Pharmaceuticals Corporation |
(Name of Issuer)
| Common Stock, $0.001 par value per share |
(Title of Class of Securities)
| 750341109 |
(CUSIP Number)
| December 31, 2011 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
a. ¨ Rule 13d-1(b)
b. x Rule 13d-1(c)
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).
| CUSIP No. 750341109 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Iroquois Capital Management L.L.C. | |||||
| 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
10,458,877 (see Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
10,458,877 (see Item 4) | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,458,877 (see Item 4) | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
1.0% (see Item 4) | |||||
| 12. |
Type of Reporting Person (See Instructions)
OO | |||||
Page 2 of 7 Pages
| CUSIP No. 750341109 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Joshua Silverman | |||||
| 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 of America | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
10,458,877 (see Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
10,458,877 (see Item 4) | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,458,877 (see Item 4) | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
1.0% (see Item 4) | |||||
| 12. |
Type of Reporting Person (See Instructions)
IN; HC | |||||
Page 3 of 7 Pages
| CUSIP No. 750341109 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Richard Abbe | |||||
| 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 of America | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
10,458,877 (see Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
10,458,877 (see Item 4) | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,458,877 (see Item 4) | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
1.0% (see Item 4) | |||||
| 12. |
Type of Reporting Person (See Instructions)
IN; HC | |||||
Page 4 of 7 Pages
This Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 11, 2011 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.
| Item 4. | Ownership. |
(a) and (b):
As of the close of business on December 31, 2011, each of the Reporting Persons may be deemed to have beneficial ownership of 10,458,877 shares of Common Stock, which consists of (i) 5,572,465 shares of Common Stock held for the account of Iroquois Master Fund, and (ii) 4,886,412 shares of Common Stock issuable upon conversion of a convertible note held by Iroquois Master Fund (the “Note”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 1.0% of the Common Stock, based on (1) 1,041,001,331 shares of Common Stock issued and outstanding on December 27, 2011, as disclosed in the Form S-1 Registration Statement filed by the Issuer on December 30, 2011, plus (2) 4,886,412 shares of Common Stock issuable upon conversion of the Note.
The foregoing excludes (I) 1,586,443,977 shares of Common Stock issuable upon exercise of a Series A Warrant held by Iroquois Master Fund (the “Series A Warrant”) because the Series A Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Series A Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 1.0% of the Common Stock, (II) 428,847,726 shares of Common Stock issuable upon conversion of the Note because the Note contains a blocker provision under which the holder thereof does not have the right to convert the Note to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 1.0% of the Common Stock, (III) 292,253,695 shares of Common Stock issuable upon conversion of 65,260.25 shares of Series B Preferred Stock held by Iroquois Master Fund (the “Series B Preferred Stock”) because the Series B Preferred Stock contains a blocker provision under which the holder thereof does not have the right to convert the Series B Preferred Stock to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 1.0% of the Common Stock, and (IV) 45,324,676 shares of Common Stock issuable upon conversion of 10,121 shares of Series C Preferred Stock held by Iroquois Master Fund (the “Series C Preferred Stock”) because the Series C Preferred Stock contains a blocker provision under which the holder thereof does not have the right to convert the Series C Preferred Stock to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates, of more than 1.0% of the Common Stock, Without such blocker provisions, each of the Reporting Persons may be deemed to have beneficial ownership of 2,363,328,951 shares of Common Stock.
(c) Number of shares as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote: 0 .
(ii) Shared power to vote or to direct the vote: 10,458,877.
(iii) Sole power to dispose or to direct the disposition of 0 .
(iv) Shared power to dispose or to direct the disposition of 10,458,877.
| 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 5 percent of the class of securities, check the following þ.
Page 5 of 7 Pages
| 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.
Page 6 of 7 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.
Date: February 14, 2012
| IROQUOIS CAPITAL MANAGEMENT L.L.C. | ||
| By: | /s/ Joshua Silverman | |
| Joshua Silverman, Authorized Signatory | ||
Page 7 of 7 Pages
| This ‘SC 13G/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/14/12 | S-1/A, SC 13G/A | ||
| 12/31/11 | 10-K, 10-K/A, NT 10-K | |||
| 12/30/11 | S-1 | |||
| 12/27/11 | ||||
| 7/11/11 | 3, 4, SC 13G | |||
| List all Filings | ||||