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Iroquois Capital Management, LLC, et al. – ‘SC 13G’ on 4/28/11 re: ARCA biopharma, Inc.

On:  Thursday, 4/28/11, at 6:01am ET   ·   Accession #:  950123-11-40375   ·   File #:  5-51477

Previous ‘SC 13G’:  ‘SC 13G/A’ on 2/14/11   ·   Next:  ‘SC 13G’ on 7/5/11   ·   Latest:  ‘SC 13G’ on 2/15/24

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/28/11  Iroquois Capital Management, LLC  SC 13G                 1:53K  ARCA biopharma, Inc.              RR Donnelley/FA
          Joshua Silverman
          Richard Abbe

Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                   HTML     42K

This is an HTML Document rendered as filed.  [ Alternative Formats ]

  sc13g  
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ARCA biopharma, Inc.
 
(Name of Issuer)
Common Stock, par value $0.001 per share
 
(Title of Class of Securities)
00211Y100
 
(CUSIP Number)
April 18, 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.   oRule 13d-1(b)
 
b.   þRule 13d-1(c)
 
c.   oRule 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.
  
00211Y100 
  

 

           
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   840,336 (see Item 4)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    840,336 (see Item 4)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  840,336 (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)
   
  8.0 % (see Item 4)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

Page 2 of 8

 

                     
CUSIP No.
  
00211Y100 
  

 

           
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   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   840,336 (see Item 4)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    840,336 (see Item 4)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  840,336 (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)
   
  8.0% (see Item 4)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN; HC

Page 3 of 8

 

                     
CUSIP No.
  
00211Y100 
  

 

           
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   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   840,336 (see Item 4)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    840,336 (see Item 4)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  840,336 (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)
   
  8.0% (see Item 4)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN; HC

Page 4 of 8

 

Item 1.
     (a) Name of Issuer
ARCA biopharma, Inc. (the “Issuer”)
     (b) Address of Issuer’s Principal Executive Offices
8001 Arista Place, Suite 200
Broomfield, Colorado 80021
Item 2.
     (a) Name of Person Filing
     (b) Address of Principal Business Office or, if none, Residence
     (c) Citizenship
This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Joshua Silverman, an individual who is a citizen of the United States of America (“Mr. Silverman”) and (iii) Richard Abbe, an individual who is a citizen of the United States of America (“Mr. Abbe,” together with Iroquois and Mr. Silverman, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of all of the Reporting Persons is 641 Lexington Avenue, 26th Floor, New York, New York 10022.
     (d) Title of Class of Securities
Common stock, par value $0.001 per share, of the Issuer (the “Common Stock”).
     (e) CUSIP Number
00211Y100
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
     (a) and (b):
As of the close of business on April 27, 2011, each of the Reporting Persons may be deemed to have beneficial ownership of 840,336 shares of Common Stock, and all such shares of Common Stock represent beneficial ownership of approximately 8.0% of the Common Stock, based on (1) 8,834,535 shares of Common Stock issued and outstanding on April 15, 2011 as disclosed in the Form 424B5 Prospectus Supplement filed by the Issuer on April 18, 2011, plus (2) 1,680,672 shares of Common Stock in the aggregate issued on April 21, 2011 at the closing of the transaction described in the Form 8-K filed by the Issuer on April 18, 2011. The foregoing excludes 588,235 shares of Common Stock issuable upon exercise of a warrant issued to Iroquois Master Fund Ltd. at the closing of the transaction described above (the “Warrant”) because the Warrant is not exercisable until the six (6) month anniversary of the date of issuance (and the Warrant also contains a blocker provision under which the holder thereof does not have the right to exercise the 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 4.9% of the Common Stock). Without such blocker provision (and assuming the Warrant is currently exercisable), each of the Reporting Persons may be deemed to have beneficial ownership of 1,428,571 shares of Common Stock.

Page 5 of 8

 

     (c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 .
(ii) Shared power to vote or to direct the vote 840,336 .
(iii) Sole power to dispose or to direct the disposition of 0 .
(iv) Shared power to dispose or to direct the disposition of 840,336 .
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 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.

Page 6 of 8

 

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: April 27, 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 8

 

Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
          Dated: April 27, 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 8 of 8

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing    Date    Other Filings
Filed on:4/28/11SC 13G
4/27/11
4/21/11
4/18/11424B5,  8-K
4/15/118-K
 List all Filings 
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