0001193125-12-059770.txt : 20120214 0001193125-12-059770.hdr.sgml : 20120214 20120214134334 ACCESSION NUMBER: 0001193125-12-059770 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: JOSHUA SILVERMAN GROUP MEMBERS: RICHARD ABBE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADIENT PHARMACEUTICALS Corp CENTRAL INDEX KEY: 0000838879 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330413161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60019 FILM NUMBER: 12607327 BUSINESS ADDRESS: STREET 1: 2492 WALNUT AVENUE STREET 2: STE 100 CITY: TUSTIN STATE: CA ZIP: 92780 BUSINESS PHONE: 7145054460 MAIL ADDRESS: STREET 1: 2492 WALNUT AVENUE STREET 2: STE 100 CITY: TUSTIN STATE: CA ZIP: 92780 FORMER COMPANY: FORMER CONFORMED NAME: AMDL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA VENTURES INC DATE OF NAME CHANGE: 19890905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Iroquois Capital Management, LLC CENTRAL INDEX KEY: 0001481867 IRS NUMBER: 010786483 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 BUSINESS PHONE: 212.974.3070 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 SC 13G/A 1 d301526dsc13ga.htm SC 13G/A SC 13G/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

Radient Pharmaceuticals Corporation

(Name of Issuer)

 

 

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

750341109

(CUSIP Number)

 

December 31, 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.    ¨ Rule 13d-1(b)

b.    x Rule 13d-1(c)

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. 750341109  

 

  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)  ¨         (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    10,458,877 (see Item 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    10,458,877 (see Item 4)

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    10,458,877 (see Item 4)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

    1.0% (see Item 4)

12.

 

Type of Reporting Person (See Instructions)

 

    OO

 

 

 

Page 2 of 7 Pages


 

CUSIP No. 750341109  

 

  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)  ¨         (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    10,458,877 (see Item 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    10,458,877 (see Item 4)

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    10,458,877 (see Item 4)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

    1.0% (see Item 4)

12.

 

Type of Reporting Person (See Instructions)

 

    IN; HC

 

 

 

 

Page 3 of 7 Pages


 

CUSIP No. 750341109  

 

  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)  ¨         (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

    United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

    0

   6.   

Shared Voting Power

 

    10,458,877 (see Item 4)

   7.   

Sole Dispositive Power

 

    0

   8.   

Shared Dispositive Power

 

    10,458,877 (see Item 4)

  9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    10,458,877 (see Item 4)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

    1.0% (see Item 4)

12.

 

Type of Reporting Person (See Instructions)

 

    IN; HC

 

 

 

 

 

Page 4 of 7 Pages


This Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 11, 2011 (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):

As of the close of business on December 31, 2011, each of the Reporting Persons may be deemed to have beneficial ownership of 10,458,877 shares of Common Stock, which consists of (i) 5,572,465 shares of Common Stock held for the account of Iroquois Master Fund, and (ii) 4,886,412 shares of Common Stock issuable upon conversion of a convertible note held by Iroquois Master Fund (the “Note”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 1.0% of the Common Stock, based on (1) 1,041,001,331 shares of Common Stock issued and outstanding on December 27, 2011, as disclosed in the Form S-1 Registration Statement filed by the Issuer on December 30, 2011, plus (2) 4,886,412 shares of Common Stock issuable upon conversion of the Note.

The foregoing excludes (I) 1,586,443,977 shares of Common Stock issuable upon exercise of a Series A Warrant held by Iroquois Master Fund (the “Series A Warrant”) because the Series A Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Series A 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 1.0% of the Common Stock, (II) 428,847,726 shares of Common Stock issuable upon conversion of the Note because the Note contains a blocker provision under which the holder thereof does not have the right to convert the Note 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 1.0% of the Common Stock, (III) 292,253,695 shares of Common Stock issuable upon conversion of 65,260.25 shares of Series B Preferred Stock held by Iroquois Master Fund (the “Series B Preferred Stock”) because the Series B Preferred Stock contains a blocker provision under which the holder thereof does not have the right to convert the Series B Preferred Stock 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 1.0% of the Common Stock, and (IV) 45,324,676 shares of Common Stock issuable upon conversion of 10,121 shares of Series C Preferred Stock held by Iroquois Master Fund (the “Series C Preferred Stock”) because the Series C Preferred Stock contains a blocker provision under which the holder thereof does not have the right to convert the Series C Preferred Stock 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 1.0% of the Common Stock, Without such blocker provisions, each of the Reporting Persons may be deemed to have beneficial ownership of 2,363,328,951 shares of Common Stock.

(c) Number of shares as to which each Reporting Person has:

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

(ii) Shared power to vote or to direct the vote: 10,458,877.

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

(iv) Shared power to dispose or to direct the disposition of 10,458,877.

 

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.

 

 

Page 5 of 7 Pages


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 Pages


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, 2012

 

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 Pages