0001213900-11-003836.txt : 20110725
0001213900-11-003836.hdr.sgml : 20110725
20110725165724
ACCESSION NUMBER: 0001213900-11-003836
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110708
FILED AS OF DATE: 20110725
DATE AS OF CHANGE: 20110725
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WHALEHAVEN CAPITAL FUND LTD
CENTRAL INDEX KEY: 0001326903
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16695
FILM NUMBER: 11985200
BUSINESS ADDRESS:
STREET 1: P O BOX HM 1027
CITY: HAMILTON
STATE: D0
ZIP: HMDX
BUSINESS PHONE: 011-441-295-8313
MAIL ADDRESS:
STREET 1: P O BOX HM 1027
CITY: HAMILTON
STATE: D0
ZIP: HMDX
4
1
f4070811whale_radient.xml
OWNERSHIP DOCUMENT
X0303
4
2011-07-08
0
0000838879
RADIENT PHARMACEUTICALS Corp
RXPC
0001326903
WHALEHAVEN CAPITAL FUND LTD
560 SYLVAN AVENUE
ENGLEWOOD CLIFFS
NJ
07632
0
0
0
1
See Explanation of Responses
Common Stock
2011-07-08
4
S
0
59000
0.1220
D
8838000
D
Common Stock
2011-07-11
4
S
0
225000
0.1120
D
8613000
D
Common Stock
2011-07-12
4
S
0
905000
0.0814
D
7708000
D
Common Stock
2011-07-13
4
S
0
233000
0.0840
D
7475000
D
Common Stock
7475000
D
Convertible Notes
0.18
2011-05-24
2011-09-24
Common
0
D
Warrants
0.18
2009-11-30
2016-12-10
Common
188777
188777
D
Pursuant to a Settlement Agreement entered into between the Issuer and Whalehaven Capital Fund Limited ("Whalehaven") on May 17, 2011 as amended by an Amendment to Settlement Agreement dated May 23, 2011, the Issuer agreed to issue shares pursuant to Section 3(a)(10) of the Securities Act of 1933 to Whalehaven. Pursuant to publicly available information, the Issuer has 200,000,000 authorized shares of which 174,368,863 shares have already been issued and are outstanding.
Therefore, the Issuer has not more than 25,631,137 additional shares available for issuance from its authorized shares. Whalehaven believes all such shares have been contractually reserved by the Issuer for issuance to persons other than Whalehaven and have not been reserved for Whalehaven. The Issuer has filed a Preliminary Proxy Statement in order to obtain shareholder approval to increase its authorized shares for the issuance of additional shares to Whalehaven.
Furthermore, on July 19, 2011, Whalehaven sent a letter to the Issuer irrevocably relinquishing its right to convert the Promissory Note issued pursuant to the Settlement Agreement into common stock of the Issuer.
Therefore, it is Whalehaven's position that it is not the beneficial owner of any additional shares.
The terms of the Warrants do not permit the Warrants to be exercised if following such exercise, the holder would beneficially own more than 4.99% of the Issuer's outstanding common stock.
/s/Vadim Mats, CFO
2011-07-21