0001144204-12-026206.txt : 20120504 0001144204-12-026206.hdr.sgml : 20120504 20120504141541 ACCESSION NUMBER: 0001144204-12-026206 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120504 DATE AS OF CHANGE: 20120504 GROUP MEMBERS: DAVID SKRILOFF GROUP MEMBERS: MKM CAPITAL ADVISORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MetaStat, Inc. CENTRAL INDEX KEY: 0001404943 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 208753132 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83872 FILM NUMBER: 12813520 BUSINESS ADDRESS: STREET 1: 4 AUTUMNWOOD COURT CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813630003 MAIL ADDRESS: STREET 1: 4 AUTUMNWOOD COURT CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Photovoltaic Solar Cells, Inc. DATE OF NAME CHANGE: 20070627 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MKM OPPORTUNITY MASTER FUND LTD CENTRAL INDEX KEY: 0001444828 IRS NUMBER: 980576909 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 28 WEST 44TH STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 473 8610 MAIL ADDRESS: STREET 1: 28 WEST 44TH STREET STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 v311983_sc13g.htm SCHEDULE 13G

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

MetaStat, Inc.
(Name of Issuer)
 
Common Stock, $.0001 par value per share
(Title of Class of Securities)
 
71942A208
(CUSIP Number)
 
April 9, 2012
(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 and Exchange Act of 1934 (the “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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the forms displays a currently valid OMB control number

 

 
 

 

CUSIP No. 71942A208 13G  

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

  
     
  MKM Opportunity Master Fund, Ltd.  
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP  
    (a) ¨
    (b) S Reporting person is affiliated with other persons
3 SEC USE ONLY  
     
     
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Cayman Islands  

  5 SOLE VOTING POWER
     
    2,057,758*
NUMBER OF 6 SHARED VOTING POWER
SHARES    
BENEFICIALLY   0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH REPORTING    
PERSON WITH   2,057,758*
  8 SHARED DISPOSITIVE POWER
     
    0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  2,057,758*  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
     
    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  9.99%*  
12 TYPE OF REPORTING PERSON  
     
  CO  

 

*See Item 4 – Ownership.

 

 
 

 

CUSIP No. 71942A208 13G  

 

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

  
     
  MKM Capital Advisors, LLC  
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP  
    (a) ¨
    (b) x Reporting person is affiliated with other persons
3 SEC USE ONLY  
     
     
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

  5 SOLE VOTING POWER
     
    2,057,758*
NUMBER OF 6 SHARED VOTING POWER
SHARES    
BENEFICIALLY   0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH REPORTING    
PERSON WITH   2,057,758*
  8 SHARED DISPOSITIVE POWER
     
    0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  2,057,758*  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
     
    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  9.99%*  
12 TYPE OF REPORTING PERSON  
     
  OO  

*See Item 4 – Ownership.

 

 
 

 

CUSIP No. 71942A208 13G  

 

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

  
     
  David Skriloff  
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP  
    (a) ¨
    (b) x Reporting person is affiliated with other persons
3 SEC USE ONLY  
     
     
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  

  5 SOLE VOTING POWER
     
    2,057,758*
NUMBER OF 6 SHARED VOTING POWER
SHARES    
BENEFICIALLY   0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH REPORTING    
PERSON WITH   2,057,758*
  8 SHARED DISPOSITIVE POWER
     
    0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  2,057,758*  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
     
    ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  9.99%*  
12 TYPE OF REPORTING PERSON  
     
  IN  

 

 
 

 

ITEM 1. SECURITY AND ISSUER.

 

(a)Name of Issuer:

 

MetaStat, Inc.

 

(b)Address of Issuer:

 

4 Autumnwood Court

The Woodlands, TX 77380

 

ITEM 2.  IDENTITY AND BACKGROUND.

 

Item 2(a).Name of Person Filing:

 

This statement is being filed by MKM Opportunity Master Fund, Ltd. (“MKM Opportunity”), MKM Capital Advisors, LLC (“MKM Capital:”) and David Skriloff (MKM Opportunity, MKM Capital and Skriloff collectively, the “Reporting Persons”).

 

Item 2(b)Address of Principal Business Office or, if none, Residence:

 

MKM Opportunity, a Cayman Islands corporation, whose business address is c/o MKM Capital, 28 W. 44th St, 16th Floor, New York, NY 10036, is primarily engaged in the business of investments.

 

MKM Capital, a Delaware limited liability company, whose business address is28 W. 44th St, 16th Floor, New York, NY 10036, is primarily engaged in the business of investments.

 

Skriloff', a United States citizen, has a business address at c/o MKM Capital,28 W. 44th St, 16th Floor, New York, NY 10036.

 

Item 2(c).Citizenship:

 

MKM Opportunity is a Cayman Islands corporation.

 

MKM Capital is a Delaware limited liability company.

 

David Skriloff is a United States citizen.

 

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $.0001 per share.

 

Item 2(e).CUSIP Number:

 

71942A208

 

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:

 

(a)  £ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b) £ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 
 

 

(c) £ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d) £ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e) £ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f) £ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g) £ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h) £ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) £ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j) £ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

ITEM 4.  OWNERSHIP

 

a)Amount beneficially owned:

 

Reporting Person  Shares 
MKM Opportunity Master Fund, Ltd.   2,057,758 
MKM Capital Advisors, LLC   2,057,758 
David Skriloff   2,057,758 

 

(b)Percent of class:

 

Reporting Person  Percent 
MKM Opportunity Master Fund, Ltd.   9.99%
MKM Capital Advisors, LLC   9.99%
David Skriloff   9.99%

 

(c)Number of shares as to which the person has:

 

 

(i)Sole power to vote or to direct the vote with respect to each Reporting Person

 

 

 

Reporting Person  Shares 
MKM Opportunity Master Fund, Ltd.   2,057,758 
MKM Capital Advisors, LLC   2,057,758 
David Skriloff   2,057,758 

 

 
 

 

(ii)Shared power to vote or to direct the vote

-0-

 

(iii)Sole power to dispose or to direct the disposition of with respect to each Reporting Person

 

 

 

Reporting Person  Shares 
MKM Opportunity Master Fund, Ltd.   2,057,758 
MKM Capital Advisors, LLC   2,057,758 
David Skriloff   2,057,758 

 

(iv)Shared power to dispose or to direct the disposition of

-0-

 

Consists of (i) 1,533,998 shares of common stock; and (ii) 523,760 shares underlying warrants owned by MKM Opportunity. Does not include (i) 166,556 shares underlying warrants that are subject to 4.99% and 9.99% beneficial ownership blockers; (ii) 173,250 shares of common stock held by David and Margaret Skriloff Irrev. Des. Trust FBO Olivia Skriloff; and (iii) 173,250 shares of common stock held by David and Margaret Skriloff Irrev. Des. Trust FBO Samuel Skriloff. David Skrillof does not exercise voting and investment control over securities held by David and Margaret Skriloff Irrev. Des. Trust FBO Olivia Skriloff and David and Margaret Skriloff Irrev. Des. Trust FBO Samuel Skriloff.

 

MKM Capital Advisors serves as investment manager to MKM Opportunity, and, as such, may be deemed to hold an indirect beneficial interest in the shares of Common Stock that are directly beneficially owned by MKM Opportunity. David Skriloff is the managing member of MKM Capital and the portfolio manager of MKM Opportunity, and, as such, may be deemed to hold an indirect beneficial interest in the shares of Common Stock that are directly beneficially owned by MKM Opportunity. Each Reporting Person disclaims beneficial ownership of all securities other than those owned of record by such Reporting Person.

 

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:

 

See Exhibit 1.

 

 
 

 

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 or with the effect of changing or influencing the control of the issuer of the securities and were not acquired or held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURES

 

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 accurate.

 

  MKM Opportunity Master Fund, Ltd.
     
April 24, 2012 By: /s/ David Skriloff
    Name: David Skriloff
    Title: Portfolio Manager

 

  MKM Capital Advisors, LLC
     
April 24, 2012 By: /s/ David Skriloff
    Name: David Skriloff
    Title: Managing Member
     
  DAVID SKRILOFF
     
April 24, 2012 By: /s/ David Skriloff
    Name: David Skriloff

 

 
 

 

EXHIBIT INDEX

 

Exhibit 1                 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 

 

 EX-99.1 2 v311983_ex99-1.htm EXHIBIT 1

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 shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.  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, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

  MKM Opportunity Master Fund, Ltd.
     
April 24, 2012 By: /s/ David Skriloff
  Name: David Skriloff
  Title: Portfolio Manager

 

  MKM Capital Advisors, LLC
     
April 24, 2012 By: /s/ David Skriloff
  Name: David Skriloff
  Title: Managing Member
     
  DAVID SKRILOFF
     
April 24, 2012 By: /s/ David Skriloff
  Name: David Skriloff