-----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, EPQmCTUFiJyXCA3YnOyLeJNjXWpz6TZUUquIoZnhKslYY48m1JQWRJOmsc/ycxSw f9KZ52i8cmhtR2nLX5RuaA== 0001144204-10-007697.txt : 20100216 0001144204-10-007697.hdr.sgml : 20100215 20100216075248 ACCESSION NUMBER: 0001144204-10-007697 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: PSOURCE STRUCTURED DEBT LIMITED GROUP MEMBERS: VALENS OFFSHORE SPV I, LTD. GROUP MEMBERS: VALENS U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEN CORP CENTRAL INDEX KEY: 0000350557 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 411391803 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39697 FILM NUMBER: 10602400 BUSINESS ADDRESS: STREET 1: 10275 WAYZATA BLVD. STREET 2: SUITE 310 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 952-545-2776 MAIL ADDRESS: STREET 1: 10275 WAYZATA BLVD. STREET 2: SUITE 310 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: STERION INC DATE OF NAME CHANGE: 20020212 FORMER COMPANY: FORMER CONFORMED NAME: OXBORO MEDICAL INC DATE OF NAME CHANGE: 20000322 FORMER COMPANY: FORMER CONFORMED NAME: OXBORO MEDICAL INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Valens Capital Management, LLC CENTRAL INDEX KEY: 0001413179 IRS NUMBER: 208903345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 335 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-541-5800 MAIL ADDRESS: STREET 1: 335 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 v173746_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. 3)* STEN CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 85857T101 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2009 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |X| Rule 13d-1 (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. 85857T101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER: 257,851 shares of Common Stock.* OWNED BY ------------------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER: 257,851 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 257,851 shares of Common Stock* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- * Based on 2,528,751 shares of the common stock, par value $0.01 per share (the "Shares") outstanding of STEN Corporation, a Minnesota corporation (the "Company") as of December 29, 2008, as represented by the Company's Annual Report on Form 10-K/SB for the fiscal year ended September 28, 2008. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Offshore I") and PSource Structured Debt Limited ("PSource" and together with Valens US and Valens Offshore I, collectively the "Investors") held (i) a warrant (the "Warrant A") to acquire 22,206 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (ii) a warrant (the "Warrant B") to acquire 45,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Warrant C") to acquire 100,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) a warrant (the "Warrant D" and together with Warrant A,,Warrant B and Warrant C collectively, the "Warrants") to acquire 1,349,952 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iv) 205,594 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Investors upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that such written notice of waiver shall only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company to the Holder or any of its affiliates is outstanding. Valens US and Valens Offshore I are managed by Valens Capital Management, LLC ("VCM"). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Eugene Grin and David Grin through other entities are the controlling principals of LCM and VCM, and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 85857T101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER: 257,841 shares of Common Stock.* OWNED BY ------------------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER: 257,841 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 257,841 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- * Based on 2,528,751 shares of the common stock, par value $0.01 per share (the "Shares") outstanding of STEN Corporation, a Minnesota corporation (the "Company") as of December 29, 2008, as represented by the Company's Annual Report on Form 10-K/SB for the fiscal year ended September 28, 2008. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Offshore I") and PSource Structured Debt Limited ("PSource" and together with Valens US and Valens Offshore I, collectively the "Investors") held (i) a warrant (the "Warrant A") to acquire 22,206 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (ii) a warrant (the "Warrant B") to acquire 45,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Warrant C") to acquire 100,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) a warrant (the "Warrant D" and together with Warrant A,,Warrant B and Warrant C collectively, the "Warrants") to acquire 1,349,952 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iv) 205,594 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Investors upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that such written notice of waiver shall only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company to the Holder or any of its affiliates is outstanding. Valens US and Valens Offshore I are managed by Valens Capital Management, LLC ("VCM"). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Eugene Grin and David Grin through other entities are the controlling principals of LCM and VCM, and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 85857T101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER: 257,851 shares of Common Stock.* OWNED BY ------------------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER: 257,851 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 257,851 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- * Based on 2,528,751 shares of the common stock, par value $0.01 per share (the "Shares") outstanding of STEN Corporation, a Minnesota corporation (the "Company") as of December 29, 2008, as represented by the Company's Annual Report on Form 10-K/SB for the fiscal year ended September 28, 2008. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Offshore I") and PSource Structured Debt Limited ("PSource" and together with Valens US and Valens Offshore I, collectively the "Investors") held (i) a warrant (the "Warrant A") to acquire 22,206 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (ii) a warrant (the "Warrant B") to acquire 45,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Warrant C") to acquire 100,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) a warrant (the "Warrant D" and together with Warrant A,,Warrant B and Warrant C collectively, the "Warrants") to acquire 1,349,952 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iv) 205,594 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Investors upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that such written notice of waiver shall only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company to the Holder or any of its affiliates is outstanding. Valens US and Valens Offshore I are managed by Valens Capital Management, LLC ("VCM"). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Eugene Grin and David Grin through other entities are the controlling principals of LCM and VCM, and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 85857T101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: PSource Structured Debt Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Guernsey - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER: 257,851 shares of Common Stock.* OWNED BY ------------------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER: 257,851 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 257,851 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- * Based on 2,528,751 shares of the common stock, par value $0.01 per share (the "Shares") outstanding of STEN Corporation, a Minnesota corporation (the "Company") as of December 29, 2008, as represented by the Company's Annual Report on Form 10-K/SB for the fiscal year ended September 28, 2008. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Offshore I") and PSource Structured Debt Limited ("PSource" and together with Valens US and Valens Offshore I, collectively the "Investors") held (i) a warrant (the "Warrant A") to acquire 22,206 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (ii) a warrant (the "Warrant B") to acquire 45,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Warrant C") to acquire 100,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) a warrant (the "Warrant D" and together with Warrant A,,Warrant B and Warrant C collectively, the "Warrants") to acquire 1,349,952 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iv) 205,594 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Investors upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that such written notice of waiver shall only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company to the Holder or any of its affiliates is outstanding. Valens US and Valens Offshore I are managed by Valens Capital Management, LLC ("VCM"). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Eugene Grin and David Grin through other entities are the controlling principals of LCM and VCM, and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 85857T101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER: 257,851 shares of Common Stock.* OWNED BY ------------------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER: 257,851 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 257,851 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: OO - -------------------------------------------------------------------------------- * Based on 2,528,751 shares of the common stock, par value $0.01 per share (the "Shares") outstanding of STEN Corporation, a Minnesota corporation (the "Company") as of December 29, 2008, as represented by the Company's Annual Report on Form 10-K/SB for the fiscal year ended September 28, 2008. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Offshore I") and PSource Structured Debt Limited ("PSource" and together with Valens US and Valens Offshore I, collectively the "Investors") held (i) a warrant (the "Warrant A") to acquire 22,206 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (ii) a warrant (the "Warrant B") to acquire 45,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Warrant C") to acquire 100,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) a warrant (the "Warrant D" and together with Warrant A,,Warrant B and Warrant C collectively, the "Warrants") to acquire 1,349,952 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iv) 205,594 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Investors upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that such written notice of waiver shall only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company to the Holder or any of its affiliates is outstanding. Valens US and Valens Offshore I are managed by Valens Capital Management, LLC ("VCM"). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Eugene Grin and David Grin through other entities are the controlling principals of LCM and VCM, and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 85857T101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: United States and Israel - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER: 257,851 shares of Common Stock.* OWNED BY ------------------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER: 257,851 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 257,851 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: IN - -------------------------------------------------------------------------------- * Based on 2,528,751 shares of the common stock, par value $0.01 per share (the "Shares") outstanding of STEN Corporation, a Minnesota corporation (the "Company") as of December 29, 2008, as represented by the Company's Annual Report on Form 10-K/SB for the fiscal year ended September 28, 2008. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Offshore I") and PSource Structured Debt Limited ("PSource" and together with Valens US and Valens Offshore I, collectively the "Investors") held (i) a warrant (the "Warrant A") to acquire 22,206 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (ii) a warrant (the "Warrant B") to acquire 45,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Warrant C") to acquire 100,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) a warrant (the "Warrant D" and together with Warrant A,,Warrant B and Warrant C collectively, the "Warrants") to acquire 1,349,952 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iv) 205,594 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Investors upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that such written notice of waiver shall only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company to the Holder or any of its affiliates is outstanding. Valens US and Valens Offshore I are managed by Valens Capital Management, LLC ("VCM"). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Eugene Grin and David Grin through other entities are the controlling principals of LCM and VCM, and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 85857T101 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION: United States - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ------------------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER: 257,851 shares of Common Stock.* OWNED BY ------------------------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* REPORTING ------------------------------------------------------------------ PERSON 8 SHARED DISPOSITIVE POWER: 257,851 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 257,851 shares of Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.99%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: IN - -------------------------------------------------------------------------------- * Based on 2,528,751 shares of the common stock, par value $0.01 per share (the "Shares") outstanding of STEN Corporation, a Minnesota corporation (the "Company") as of December 29, 2008, as represented by the Company's Annual Report on Form 10-K/SB for the fiscal year ended September 28, 2008. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Offshore I") and PSource Structured Debt Limited ("PSource" and together with Valens US and Valens Offshore I, collectively the "Investors") held (i) a warrant (the "Warrant A") to acquire 22,206 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (ii) a warrant (the "Warrant B") to acquire 45,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Warrant C") to acquire 100,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) a warrant (the "Warrant D" and together with Warrant A,,Warrant B and Warrant C collectively, the "Warrants") to acquire 1,349,952 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iv) 205,594 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Investors upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that such written notice of waiver shall only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company to the Holder or any of its affiliates is outstanding. Valens US and Valens Offshore I are managed by Valens Capital Management, LLC ("VCM"). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Eugene Grin and David Grin through other entities are the controlling principals of LCM and VCM, and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 85857T101 Item 1(a). Name of Issuer: STEN Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 10275 Wayzata Blvd., Suite 310 Minnetonka, MN 55305 Item 2(a). Name of Person Filing: Valens Capital Management, LLC. This Schedule 13G is also filed on behalf of PSource Structured Debt Limited, a closed-ended company incorporated with limited liability in Guernsey, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore SPV I, Ltd., a Cayman Islands limited company, Valens Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Capital Management, LLC manages PSource Structured Debt Limited, subject to certain preapproval rights of the board of directors of PSource Structured Debt Limited. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore SPV I, Ltd. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource Structured Debt Limited, Valens U.S. SPV I, LLC and Valens Offshore SPV I, Ltd. reported in this Schedule 13G. Information related to each of PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Valens Capital Management, LLC, 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 85857T101 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 257,851 shares of Common Stock (b) Percent of Class: 9.99% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock.* (ii) shared power to vote or to direct the vote: 257,851 shares of Common Stock.* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock.* (iv) shared power to dispose or to direct the disposition of: 257,851 shares of Common Stock.* - -------------------------------------------------------------------------------- * Based on 2,528,751 shares of the common stock, par value $0.01 per share (the "Shares") outstanding of STEN Corporation, a Minnesota corporation (the "Company") as of December 29, 2008, as represented by the Company's Annual Report on Form 10-K/SB for the fiscal year ended September 28, 2008. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens US"), Valens Offshore SPV I, Ltd. ("Valens Offshore I") and PSource Structured Debt Limited ("PSource" and together with Valens US and Valens Offshore I, collectively the "Investors") held (i) a warrant (the "Warrant A") to acquire 22,206 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (ii) a warrant (the "Warrant B") to acquire 45,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iii) a warrant (the "Warrant C") to acquire 100,000 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, (iv) a warrant (the "Warrant D" and together with Warrant A,,Warrant B and Warrant C collectively, the "Warrants") to acquire 1,349,952 Shares, at an exercise price of $0.01 per Share, subject to certain adjustments, and (iv) 205,594 Shares. The Warrants contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Investors upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that such written notice of waiver shall only be effective to the extent that no indebtedness (including principal, interest, fees and charges) of the Company to the Holder or any of its affiliates is outstanding. Valens US and Valens Offshore I are managed by Valens Capital Management, LLC ("VCM"). PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Eugene Grin and David Grin through other entities are the controlling principals of LCM and VCM, and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 85857T101 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 Subsidiary Which Acquired the Securities: 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 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. 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. February 12, 2010 Valens Capital Management, LLC /s/ Eugene Grin ----------------------- Eugene Grin Principal CUSIP No. 85857T101 APPENDIX A
A. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company c/o Valens Capital Management, LLC 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware B. Name: Valens Offshore SPV I, Ltd. a Cayman Islands limited company 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Cayman Islands C. Name: Laurus Capital Management, LLC, a Delaware limited liability company 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware D. Name: PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Guernsey E. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Valens Capital Management, LLC Principal of Laurus Capital Management, LLC Citizenship: United States and Israel F. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Valens Capital Management, LLC Principal of Laurus Capital Management, LLC Citizenship: United States
CUSIP No. 85857T101 Each of Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., PSource Structured Debt Limited, Laurus Capital Management, LLC, David Grin and Eugene Grin hereby agree, by their execution below, that the Schedule 13G to which this Appendix A is attached is filed on behalf of each of them, respectively. Valens U.S. SPV I, LLC Valens Offshore SPV I, Ltd. By: Valens Capital Management, LLC as investment manager By: /s/ Eugene Grin ---------------------------------- Eugene Grin Authorized Signatory February 12, 2010 PSource Structured Debt Limited Laurus Capital Management, LLC By: Laurus Capital Management, LLC Individually and as investment manager By: /s/ Eugene Grin ---------------------------------- Eugene Grin Authorized Signatory February 12, 2010 /s/ David Grin --------------------------- David Grin, on his individual behalf February 12, 2010 /s/ Eugene Grin --------------------------- Eugene Grin, on his individual behalf February 12, 2010 -----END PRIVACY-ENHANCED MESSAGE-----