SC 13G/A 1 sc13g0213a1gemini_adamis.htm AMENDED SCHEDULE 13G sc13g0213a1gemini_adamis.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2

(AMENDMENT NO. 1)*
 
ADAMIS PHARMACEUTICALS CORPORATION
(Name of Issuer)
 
Common Stock, $0.0001 par value
(Title of Class of Securities)
 
15115L 10 3
(CUSIP Number)
 
December 31, 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:
 
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o 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).
 
(Continued on following pages)

Page 1 of 6 Pages

 
 

 

CUSIP No. 15115L 10 3
13G
Page 2 of 6 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,505,320
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,505,320
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,505,320
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.5%
12
TYPE OF REPORTING PERSON*
 
CO
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 

 

CUSIP No. 15115L 10 3
13G
Page 3 of 6 Pages
 

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gemini Strategies LLC, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,505,320
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,505,320
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,505,320
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.5%
12
TYPE OF REPORTING PERSON*
 
CO
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 

 
 
CUSIP No. 15115L 10 3
13G
Page 4 of 6 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Winters
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a) o
                                                                                                                       (b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,505,320
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,505,320
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,505,320
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.5%
12
TYPE OF REPORTING PERSON*
 
IN
 
* SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 

 


CUSIP No. 15115L 10 3
13G
Page 5 of 6 Pages

This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (“Common Stock”) of Adamis Pharmaceuticals Corporation beneficially owned by the Reporting Persons specified herein as of January 31, 2013 and amends and supplements the Schedule 13G dated as of June 14, 2012 and filed by the Reporting Persons on June 18, 2012 (“Schedule 13G”).  Except as set forth herein, the Schedule 13G is unmodified.
 
Item 4.       Ownership:
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount Beneficially Owned:

The Reporting Persons may be deemed to beneficially own a total of 6,505,320 shares of Common Stock as of January 31, 2013, consisting of (i) 5,596,229 shares of Common Stock held by Gemini Master Fund, Ltd. (“Gemini”), and (ii) 909,091 shares of Common Stock issuable upon conversion of $500,000 in principal amount of the Issuer’s 10% Senior Convertible Note (“Note”) issued to Gemini on or about June 11, 2012 (without any interest accrual and assuming a conversion price of $0.55).
 
 
(b)
Percent of Class:  6.5%

The Reporting Persons’ beneficial ownership of 6,505,320 shares of Common Stock constitutes 6.5% of all the outstanding shares of Common Stock, based upon 98,945,348 shares of Common Stock outstanding as of November 9, 2012, as reported by the Issuer in its most recent Form 10-Q filed on November 13, 2012, plus the shares of Common Stock issuable upon conversion of the Note.

 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  0
 
 
(ii)
shared power to vote or to direct the vote:   6,505,320
 
 
(iii)
sole power to dispose or to direct the disposition of:  0
 
 
(iv)
shared power to dispose or to direct the disposition of:  6,505,320

 
Item 10.     Certification:
 
By signing below the undersigned certify that, to the best of its/his 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 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.
 
 
 

 

CUSIP No. 15115L 10 3
13G
Page 6 of 6 Pages

 
SIGNATURE
 
After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
  February 14, 2013
       
  GEMINI MASTER FUND, LTD.
  By: 
GEMINI STRATEGIES LLC, INC.,
as investment manager
       
    By: /s/ Steven Winters
      Name:  Steven Winters
      Title:    President
       
  GEMINI STRATEGIES LLC, INC.
       
    By: /s/ Steven Winters  
      Name: Steven Winters
      Title:   President
       
  /s/ Steven Winters 
  Steven Winters
 
     

Attention:  Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).