| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/11/2008 |
3. Issuer Name and Ticker or Trading Symbol
Assured Pharmacy, Inc. [ APHY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 2,468,731 | I | By MPE (US)(1) |
| Common Stock | 1,025,000 | I | By MPE III(2) |
| Common Stock | 2,500,000 | I | By Mosaic Financial Services, LLC(3) |
| Common Stock | 448,083 | I | To be issued to MPE (US)(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants to Purchase Common Stock | 04/12/2006 | 04/12/2009 | Common Stock | 512,500 | $0.6 | I | By MPE III(2) |
| Warrants to Purchase Common Stock | 10/18/2005 | 10/18/2008 | Common Stock | 375,000 | $0.6 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 04/12/2006 | 04/12/2009 | Common Stock | 625,000 | $0.6 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 06/08/2006 | 06/08/2009 | Common Stock | 112,500 | $0.6 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 11/17/2007 | 11/17/2009 | Common Stock | 666,875 | $0.6 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 11/23/2007 | 11/23/2008 | Common Stock | 625,000 | $0.6 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 12/07/2007 | 12/07/2008 | Common Stock | 312,500 | $0.6 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 12/13/2007 | 12/13/2008 | Common Stock | 250,000 | $0.6 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 01/29/2008 | 01/29/2009 | Common Stock | 62,500 | $0.6 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 02/11/2008 | 02/11/2009 | Common Stock | 250,000 | $0.6 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 11/17/2007 | 11/17/2010 | Common Stock | 666,875 | $0.8 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 11/23/2007 | 11/23/2009 | Common Stock | 625,000 | $0.8 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 12/07/2007 | 12/07/2009 | Common Stock | 312,500 | $0.8 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 12/13/2007 | 12/13/2009 | Common Stock | 250,000 | $0.8 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 01/29/2008 | 01/29/2010 | Common Stock | 62,500 | $0.8 | I | By MPE (US)(2) |
| Warrants to Purchase Common Stock | 02/11/2008 | 02/11/2010 | Common Stock | 250,000 | $0.8 | I | By MPE (US)(2) |
| Convertible Debentures | 11/17/2007 | 03/31/2008(4) | Common Stock | 1,333,750 | $0.4 | I | By MPE (US)(2) |
| Convertible Debentures | 11/23/2007 | 03/31/2008(4) | Common Stock | 1,250,000 | $0.4 | I | By MPE (US)(2) |
| Convertible Debentures | 12/07/2007 | 03/31/2008(4) | Common Stock | 625,000 | $0.4 | I | By MPE (US)(2) |
| Convertible Debentures | 12/13/2007 | 03/31/2008(4) | Common Stock | 500,000 | $0.4 | I | By MPE (US)(2) |
| Convertible Debentures | 01/29/2008 | 03/31/2008(4) | Common Stock | 125,000 | $0.4 | I | By MPE (US)(2) |
| Convertible Debentures | 02/11/2008 | 03/31/2008(4) | Common Stock | 500,000 | $0.4 | I | By MPE (US)(2) |
| Explanation of Responses: |
| 1. Mosaic Private Equity Fund (US), LP ("MPE (US)") is an investment fund. Mosaic Capital Advisors, LLC ("MCA") is an advisor to MPE (US); MPE General Partner, LLC is a general partner of MPE (US) |
| 2. Mosaic Private Equity (III) Limited ("MPE ") is an investment fund. Mosaic Capital Advisors, LLC ("MCA") is an advisor to MPE (III). |
| 3. Mosaic Financial Services, LLC is wholly-owned by MCA. |
| 4. An extension of the convertible debentures is presently being negotiated. |
| Remarks: |
| All reporting persons disclaim beneficial ownership of these shares except to an extent of the reporting person's pecuniary interest in the shares.To provide administrative uniformity, MCA is filing this Form 3 for itself and certain affiliated entities. Neither MCA, MPE (US), MPE III or any of their affiliates admit that they constitute a group. |
| Mosaic Capital Advisors, LLC, By Ameet Shah, Manager | 05/06/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||