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