SEC Info - Iroquois Capital Management, LLC, et al. - ‘SC 13G/A’ on 2/14/11 re: Rock Creek Pharmaceuticals, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Star Scientific, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

85517P101

(CUSIP Number)

December 31, 2010

(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. o Rule 13d-1(b)

b. þ Rule 13d-1(c)

c. o 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.		85517P101


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) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,000,037 (see Item 4)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			5,000,037 (see Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,000,037 (see Item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.8% (see Item 4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 2 of 7


CUSIP No.		85517P101


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) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF			175,303

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,000,037 (see Item 4)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			175,303

WITH:		8	SHARED DISPOSITIVE POWER

			5,000,037 (see Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,175,340 (see Item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.0% (see Item 4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN; HC

Page 3 of 7


CUSIP No.		85517P101


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) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF			315,500

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,000,037 (see Item 4)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			315,500

WITH:		8	SHARED DISPOSITIVE POWER

			5,000,037 (see Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,315,537 (see Item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	4.1% (see Item 4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN; HC

Page 4 of 7

This Amendment No. 1 is being filed jointly by Iroquois Capital Management L.L.C., Joshua Silverman, and Richard Abbe (each, a “Reporting Person,” and collectively, the “Reporting Persons”) and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 24, 2010 (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):

(A) As of the close of business on December 31, 2010, Iroquois may be deemed to have beneficial ownership of 5,000,037 shares of Common Stock, including (i) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1 and (ii) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 3.8% of the Common Stock, based on (1) 127,119,323 shares of Common Stock issued and outstanding on November 5, 2010, as disclosed in the prospectus filed by the Issuer with the SEC on December 21, 2010, plus (2)(A) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1, and (B) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2. The foregoing excludes 888,888 shares of Common Stock issuable upon exercise of another warrant held by Iroquois Master Fund (“Warrant 3”) because Warrant 3 is not exercisable until May 5, 2011. Assuming that Warrant 3 is currently exercisable, Iroquois may be deemed to have beneficial ownership of 5,888,925 shares of Common Stock.

(B) As of the close of business on December 31, 2010, Mr. Silverman may be deemed to have beneficial ownership of 5,175,340 shares of Common Stock, including (i) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1 and (ii) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 4.0% of the Common Stock, based on (1) 127,119,323 shares of Common Stock issued and outstanding on November 5, 2010, as disclosed in the prospectus filed by the Issuer with the SEC on December 21, 2010, plus (2)(A) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1, and (B) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2. The foregoing excludes (I) 888,888 shares of Common Stock issuable upon exercise of Warrant 3 because Warrant 3 is not exercisable until May 5, 2011 and (II) 100,000 shares of Common Stock issuable upon exercise of a warrant held by Mr. Silverman (“Warrant 4”) because Warrant 4 is not exercisable until May 5, 2011. Assuming that each of Warrant 3 and Warrant 4 is currently exercisable, Mr. Silverman may be deemed to have beneficial ownership of 6,164,228 shares of Common Stock.

(C) As of the close of business on December 31, 2010, Mr. Abbe may be deemed to have beneficial ownership of 5,315,537 shares of Common Stock, including (i) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1 and (ii) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 4.1% of the Common Stock, based on (1) 127,119,323 shares of Common Stock issued and outstanding on November 5, 2010, as disclosed in the prospectus filed by the Issuer with the SEC on December 21, 2010, plus (2)(A) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1, and (B) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2. The foregoing excludes (I) 888,888 shares of Common Stock issuable upon exercise of Warrant 3 because Warrant 3 is not exercisable until May 5, 2011 and (II) 100,000 shares of Common Stock issuable upon exercise of a warrant held by the Merav Abbe Irrevocable Trust (“Warrant 5”) because Warrant 5 is not exercisable until May 5, 2011. Assuming that each of Warrant 3 and Warrant 5 is currently exercisable, Mr. Abbe may be deemed to have beneficial ownership of 6,304,425 shares of Common Stock.

(c) (A) Number of shares as to which Iroquois has:

	(i)		Sole power to vote or to direct the vote: 0.

	(ii)		Shared power to vote or to direct the vote: 5,000,037.

	(iii)		Sole power to dispose or to direct the disposition of: 0.

	(iv)		Shared power to dispose or to direct the disposition of: 5,000,037.

(B) Number of shares as to which Mr. Silverman has:

	(i)		Sole power to vote or to direct the vote: 175,303.

	(ii)		Shared power to vote or to direct the vote: 5,000,037.

	(iii)		Sole power to dispose or to direct the disposition of: 175,303.

	(iv)		Shared power to dispose or to direct the disposition of: 5,000,037.

(C) Number of shares as to which Mr. Abbe has:

Page 5 of 7

	(i)		Sole power to vote or to direct the vote: 315,500.

	(ii)		Shared power to vote or to direct the vote: 5,000,037.

	(iii)		Sole power to dispose or to direct the disposition of: 315,500.

	(iv)		Shared power to dispose or to direct the disposition of: 5,000,037.

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.

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

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, 2011


		IROQUOIS CAPITAL MANAGEMENT L.L.C.

		By:		/s/ Joshua Silverman
				Joshua Silverman, Authorized Signatory

		/s/ *Joshua Silverman*

		Joshua Silverman

		/s/ *Richard Abbe*

		Richard Abbe

Page 7 of 7

This ‘SC 13G/A’ Filing	Date	Other Filings

	5/5/11
Filed on:	2/14/11	SC 13G/A
	12/31/10	10-K, 5
	12/21/10	424B3
	11/5/10	4, 8-K, 8-K/A
	3/24/10	SC 13G
		List all Filings

Iroquois Capital Management, LLC, et al. – ‘SC 13G/A’ on 2/14/11 re: Rock Creek Pharmaceuticals, Inc.

On: Monday, 2/14/11, at 7:04pm ET · Accession #: 950123-11-13748 · File #: 5-38497

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Amendment to Statement of Beneficial Ownership — Schedule 13G
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