CUSIP No. |
750341109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Cranshire Capital, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Illinois | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 11,222,200 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
11,222,200 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
11,222,200 (see Item 4)1 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
6.1% (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 2 of 9
CUSIP No. |
750341109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Downsview Capital, Inc. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Illinois | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 13,223,151 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
13,223,151 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
13,223,151 (see Item 4)2 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.1% (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO; HC |
Page 3 of 9
CUSIP No. |
750341109 |
1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Mitchell P. Kopin |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 13,223,151 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
13,223,151 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
13,223,151 (see Item 4)3 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.1% (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN; HC |
Page 4 of 9
(a) | Name of Issuer |
Radient Pharmaceuticals Corporation (the Issuer) |
(b) | Address of Issuers Principal Executive Offices |
2492 Walnut Avenue, Suite 100 Tustin, California 92780-7039 |
(a) | Name of Person Filing | ||
(b) | Address of Principal Business Office or, if none, Residence | ||
(c) | Citizenship |
This Schedule 13G is being filed on behalf of (i) Cranshire Capital, L.P., an Illinois limited partnership (Cranshire), (ii) Downsview Capital, Inc., an Illinois corporation (Downsview), and (iii) Mitchell P. Kopin, an individual who is a citizen of the United States of America (Mr. Kopin, together with Cranshire and Downsview, the Reporting Persons). | |||
Downsview also serves as the investment manager to a managed account (the Managed Account). In such capacity, Downsview exercises voting and investment power over the shares of Common Stock held for the account of the Managed Account. | |||
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. | |||
The principal business office of all of the Reporting Persons is 3100 Dundee Road, Suite 703, Northbrook, Illinois 60062. |
(d) | Title of Class of Securities |
Common stock, $0.001 par value per share, of the Issuer (the Common Stock). |
(e) | CUSIP Number |
750341109 |
Not applicable. |
(a) | and (b): |
(i) As of the close of business on July 8, 2011, each of Downsview and Mr. Kopin may be deemed to have beneficial ownership of 13,223,151 shares of Common Stock, including (i) 5,395,744 shares of Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock held by Cranshire (the Cranshire Preferred Shares), (ii) 952,161 shares of Common Stock issuable upon conversion of shares of Series A Convertible Preferred Stock held by the Managed Account (the Managed Account Preferred Shares), (iii) 3,985,750 shares of Common Stock issuable upon conversion of a convertible note held by Cranshire (the Cranshire Note), (iv) 703,368 shares of Common Stock issuable upon conversion of a convertible note held by the Managed Account (the Managed Account Note), (v) 96,756 shares of Common Stock issuable upon exercise of a warrant held by Cranshire (the First Cranshire Warrant), and (vi) 5,093 shares of Common Stock issuable upon exercise of a warrant held by the Managed Account (the |
Page 5 of 9
First Managed Account Warrant), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 7.1% of the Common Stock, based on (1) 174,368,863 shares of Common Stock issued and outstanding on July 1, 2011 as reported in the Schedule 14A filed by the Issuer on July 6, 2011, plus (2) 5,395,744 shares of Common Stock issuable upon conversion of the Cranshire Preferred Shares, (3) 952,161 shares of Common Stock issuable upon conversion of the Managed Account Preferred Shares, (4) 3,985,750 shares of Common Stock issuable upon conversion of the Cranshire Note, (5) 703,368 shares of Common Stock issuable upon conversion of the Managed Account Note, (6) 96,756 shares of Common Stock issuable upon exercise of the First Cranshire Warrant and (7) 5,093 shares of Common Stock issuable upon exercise of the First Managed Account Warrant. The foregoing excludes (I) 10,246,904 shares of Common Stock issuable upon exercise of a second warrant held Cranshire (the Second Cranshire Warrant) because the Second Cranshire Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Second Cranshire 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 4.9% of the Common Stock and (II) 1,808,828 shares of Common Stock issuable upon exercise of a second warrant held by the Managed Account (the Second Managed Account Warrant) because the Second Managed Account Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Second Managed Account 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 4.9% of the Common Stock. Without such blocker provisions, each of Downsview and Mr. Kopin may be deemed to have beneficial ownership of 25,278,883 shares of Common Stock. | |||
(ii) As of the close of business on July 8, 2011, Cranshire may be deemed to have beneficial ownership of 11,222,200 shares of Common Stock, including (i) 5,395,744 shares of Common Stock issuable upon conversion of the Cranshire Preferred Shares (ii) 3,985,750 shares of Common Stock issuable upon conversion of the Cranshire Note and (iii) 96,756 shares of Common Stock issuable upon exercise of the First Cranshire Warrant, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 6.1% of the Common Stock, based on (1) 174,368,863 shares of Common Stock issued and outstanding on July 1, 2011 as reported in the Schedule 14A filed by the Issuer on July 6, 2011, plus (2) 5,395,744 shares of Common Stock issuable upon conversion of the Cranshire Preferred Shares, (3) 3,985,750 shares of Common Stock issuable upon conversion of the Cranshire Note and (4) 96,756 shares of Common Stock issuable upon exercise of the First Cranshire Warrant. The foregoing excludes 10,246,904 shares of Common Stock issuable upon exercise the Second Cranshire Warrant because the Second Cranshire Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Second Cranshire 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 4.9% of the Common Stock. Without such blocker provision, Cranshire may be deemed to have beneficial ownership of 21,469,104 shares of Common Stock. |
(c) | (i) Number of shares as to which each of Downsview and Mr. Kopin has: |
(i) | Sole power to vote or to direct the vote: 0. | ||
(ii) | Shared power to vote or to direct the vote: 13,223,151. | ||
(iii) | Sole power to dispose or to direct the disposition of 0. | ||
(iv) | Shared power to dispose or to direct the disposition of 13,223,151. |
(ii) Number of shares as to which Cranshire has: |
(i) | Sole power to vote or to direct the vote: 0. | ||
(ii) | Shared power to vote or to direct the vote: 11,222,200. | ||
(iii) | Sole power to dispose or to direct the disposition of 0. |
Page 6 of 9
(iv) | Shared power to dispose or to direct the disposition of 11,222,200. |
Not applicable. |
Not applicable. |
Not applicable. |
Not applicable. |
Not applicable. |
Page 7 of 9
CRANSHIRE CAPITAL, L.P. | ||||||
By: Downsview Capital, Inc., its general partner | ||||||
By: | /s/ Mitchell P. Kopin | |||||
DOWNSVIEW CAPITAL, INC. | ||||||
By: | /s/ Mitchell P. Kopin | |||||
/s/ Mitchell P. Kopin | ||||||
Mitchell P. Kopin |
Page 8 of 9
CRANSHIRE CAPITAL, L.P. | ||||||
By: Downsview Capital, Inc., its general partner | ||||||
By: | /s/ Mitchell P. Kopin | |||||
DOWNSVIEW CAPITAL, INC. | ||||||
By: | /s/ Mitchell P. Kopin | |||||
/s/ Mitchell P. Kopin | ||||||
Mitchell P. Kopin |
Page 9 of 9