1
|
NAME OF REPORTING PERSON
Iroquois Capital Management LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
474,398
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
474,398
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,398
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Iroquois Master Fund Ltd.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
474,398
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
474,398
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,398
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
Joshua Silverman
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
474,398
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
474,398
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,398
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN, HC
|
1
|
NAME OF REPORTING PERSON
Richard Abbe
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
474,398
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
474,398
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,398
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN, HC
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Iroquois Capital Management LLC, a Delaware limited liability company (“Iroquois”), with respect to the Shares beneficially owned by it by virtue of its position as investment advisor to Iroquois Master Fund (as defined below);
|
|
(ii)
|
Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (the “Iroquois Master Fund”), with respect to the Shares directly and beneficially owned by it;
|
|
(iii)
|
Joshua Silverman, with respect to the Shares he beneficially owns as a managing member of Iroquois; and
|
|
(iv)
|
Richard Abbe, with respect to the Shares he beneficially owns as a managing member of Iroquois.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of the Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Iroquois
|
|
(a)
|
Iroquois, as the investment adviser of Iroquois Master Fund, may be deemed to beneficially own the 474,398 Shares directly and beneficially owned by Iroquois Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 474,398
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 474,398
|
|
(c)
|
Iroquois has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
B.
|
Iroquois Master Fund
|
|
(a)
|
As of the close of business on May 19, 2014, Iroquois Master Fund directly and beneficially owned 474,398 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 474,398
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 474,398
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
C.
|
Joshua Silverman
|
|
(a)
|
Mr. Silverman, as a managing member of Iroquois, may be deemed to own the 474,398 Shares directly and beneficially owned by Iroquois Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 474,398
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 474,398
|
|
(c)
|
Mr. Silverman has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
D.
|
Richard Abbe
|
|
(a)
|
Mr. Abbe, as a managing member of Iroquois, may be deemed to own the 474,398 Shares directly and beneficially owned by Iroquois Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 474,398
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 474,398
|
|
(c)
|
Mr. Abbe has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Iroquois Master Fund Ltd., Iroquois Capital Management LLC, Joshua Silverman and Richard Abbe, dated May 19, 2014.
|
IROQUOIS MASTER FUND LTD.
|
IROQUOIS CAPITAL MANAGEMENT LLC
|
||||
By:
|
/s/ Joshua Silverman | |
Name:
|
Joshua Silverman
|
|
Title:
|
Authorized Signatory
|
/s/ Joshua Silverman |
JOSHUA SILVERMAN
|
/s/ Richard Abbe |
RICHARD ABBE
|
Name and Position
|
Present Principal Occupation
|
Business Address
|
||
Richard Abbe, Director
|
Hedge Fund Manager
|
641 Lexington Avenue, 26th Floor, New York, New York 10022
|
||
Joshua Silverman, Director
|
Hedge Fund Manager
|
641 Lexington Avenue, 26th Floor, New York, New York 10022
|
||
Scot Cohen, Director
|
Hedge Fund Manager
|
641 Lexington Avenue, 26th Floor, New York, New York 10022
|
Securities
Purchased
|
Price Per
Share($)
|
Date of
Transaction
|
12,500
|
0.34920
|
04/09/2014
|
1,260
|
0.34500
|
04/30/2014
|
47,649
|
0.34500
|
04/30/2014
|
13,320
|
0.35000
|
04/30/2014
|
25,900
|
0.36430
|
04/30/2014
|
9,400
|
0.35990
|
04/30/2014
|
19,000
|
0.37000
|
04/30/2014
|
80,000
|
0.37504
|
05/02/2014
|
28,471
|
0.39511
|
05/06/2014
|
30,000
|
0.44010
|
05/07/2014
|
28,600
|
0.44267
|
05/09/2014
|
30,000
|
0.44927
|
05/12/2014
|
50,000
|
0.47740
|
05/13/2014
|
33,298
|
0.46045
|
05/15/2014
|
65,000
|
0.47690
|
05/16/2014
|
IROQUOIS MASTER FUND LTD.
|
IROQUOIS CAPITAL MANAGEMENT LLC
|
||||
By:
|
/s/ Joshua Silverman | |
Name:
|
Joshua Silverman
|
|
Title:
|
Authorized Signatory
|
/s/ Joshua Silverman |
JOSHUA SILVERMAN
|
/s/ Richard Abbe |
RICHARD ABBE
|