-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQjQjeXCBfkbpC/gBHWCvYTo7PjeFRnhM9TlHmTk3T9q7NVEKykLqGWINgWJAGEV Gv6xKyALo43+8vh2DNOSRw== 0000950123-10-027289.txt : 20100323 0000950123-10-027289.hdr.sgml : 20100323 20100323172007 ACCESSION NUMBER: 0000950123-10-027289 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100323 DATE AS OF CHANGE: 20100323 GROUP MEMBERS: CRANSHIRE CAPITAL, L.P. GROUP MEMBERS: DOWNSVIEW CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OccuLogix, Inc. CENTRAL INDEX KEY: 0001299139 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 593434771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80736 FILM NUMBER: 10699934 BUSINESS ADDRESS: STREET 1: 12707 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-794-1400 MAIL ADDRESS: STREET 1: 12707 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOPIN MITCHELL P CENTRAL INDEX KEY: 0001116628 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3100 DUNDEE ROAD STREET 2: SUITE 703 CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 847 562-9030 MAIL ADDRESS: STREET 1: 3100 DUNDEE ROAD STREET 2: SUITE 703 CITY: NORTHBROOK STATE: IL ZIP: 60062 SC 13G 1 c57110sc13g.htm SC 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.     )*

OccuLogix, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
67461T206
(CUSIP Number)
March 14, 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.
 
67461T206 
 

 

           
1.   NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Cranshire Capital, L.P.
     
     
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
   
  Illinois
       
  5.   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   776,397
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8.   SHARED DISPOSITIVE POWER
     
    776,397
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  776,397 (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)
   
  6.2% (see Item 4)
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

Page 2 of 8


 

                     
CUSIP No.
 
67461T206 
 

 

           
1.   NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Downsview Capital, Inc.
     
     
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
   
  Illinois
       
  5.   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   776,397
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8.   SHARED DISPOSITIVE POWER
     
    776,397
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  776,397 (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)
   
  6.2% (see Item 4)
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO; HC

Page 3 of 8


 

                     
CUSIP No.
 
67461T206 
 

 

           
1.   NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Mitchell P. Kopin
     
     
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   776,397
       
EACH 7.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8.   SHARED DISPOSITIVE POWER
     
    776,397
     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  776,397 (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)
   
  6.2% (see Item 4)
     
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN; HC

Page 4 of 8


 

Item 1.
     (a) Name of Issuer
      OccuLogix, Inc. (the “Issuer”)
     (b) Address of Issuer’s Principal Executive Offices
    11025 Roselle Street, Suite 100
San Diego, California 92121
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) Cranshire Capital, L.P., an Illinois limited partnership (“Cranshire”), (ii) Downsview Capital, Inc., an Illinois corporation (“Downsview”), and (iii) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin,” together with Cranshire and Downsview, 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 3100 Dundee Road, Suite 703, Northbrook, Illinois 60062.
     (d) Title of Class of Securities
      Common stock, $0.001 par value per share, of the Issuer (the “Common Stock”)
     (e) CUSIP Number
      67461T206
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):
      Immediately following the execution of the Securities Purchase Agreement with the Issuer on March 14, 2010 (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on March 15, 2010), each of the Reporting Persons may be deemed to beneficially own 776,397 shares of Common Stock, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 6.2% of the Common Stock, based on (1) 11,830,129 shares of Common Stock issued and outstanding on March 15, 2010, plus (2) 776,397 shares of Common Stock to be issued to Cranshire at the closing of the transaction described above. The foregoing excludes (I) 310,559 shares of Common Stock issuable upon exercise of a warrant to be issued to Cranshire at the closing of the transaction described above (the “Warrant”) because the Warrant is not exercisable until September 19, 2010 (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, together with its affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.9% of the Common Stock) and (II) 5,360 shares of Common Stock issuable upon exercise of another warrant held by Cranshire (the “Other Warrant”) because the Other Warrant contains a blocker provision under which the holder thereof
Page 5 of 8

 


 

      does not have the right to exercise the Other Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the holder’s, of more than 4.999% of the Common Stock. Without such blocker provisions (and assuming the Warrant is currently exercisable), each of the Reporting Persons may be deemed to beneficially own 1,092,316 shares of Common Stock.
     (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 776,397
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 776,397
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: March 23, 2010
         
  CRANSHIRE CAPITAL, L.P.

By:  Downsview Capital, Inc., its general partner 
     
  By:   /s/ Mitchell P. Kopin   
    Mitchell P. Kopin, President   
 
  DOWNSVIEW CAPITAL, INC.
 
 
  By:   /s/ Mitchell P. Kopin   
    Mitchell P. Kopin, President   
     
  /s/ Mitchell P. Kopin   
  Mitchell P. Kopin   
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: March 23, 2010
         
  CRANSHIRE CAPITAL, L.P.

By:  Downsview Capital, Inc., its general partner 
     
  By:   /s/ Mitchell P. Kopin   
    Mitchell P. Kopin, President   
       
  DOWNSVIEW CAPITAL, INC.
 
 
  By:   /s/ Mitchell P. Kopin   
    Mitchell P. Kopin, President   
       
     
  /s/ Mitchell P. Kopin   
  Mitchell P. Kopin   
Page 8 of 8

 

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