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
929,915*
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
929,915*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,915*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%*
|
||
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
929,915*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
929,915*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,915*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%*
|
||
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
UNITED STATES OF AMERICA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
929,915*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
929,915*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,915*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%*
|
||
14
|
TYPE OF REPORTING PERSON
IN, HC
|
1
|
NAME OF REPORTING PERSON
JOHN G. COBURN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
NEIL H. COHEN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINDOM, ISRAEL
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
MELVIN L. KEATING
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(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 adviser to Iroquois Master Fund (as defined below);
|
|
(ii)
|
Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (“Iroquois Master Fund”), with respect to the Shares directly owned by it;
|
|
(iii)
|
Joshua Silverman, with respect to the Shares he beneficially owns as a managing member of Iroquois and as a nominee for the Board of Directors of the Issuer (the “Board”);
|
|
(iv)
|
John G. Coburn, who is a nominee for the Board;
|
|
(v)
|
Neil H. Cohen, who is a nominee for the Board; and
|
|
(vi)
|
Melvin L. Keating, who is a nominee for the Board.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Iroquois Master Fund
|
|
(a)
|
As of the close of business on July 1, 2014, Iroquois Master Fund directly owned 929,915 Shares, which consists of (i) 765,196 Shares, (ii) 9,221 Shares issuable upon conversion of Series A Preferred Stock, and (iii) 155,498 Shares issuable upon the exercise of warrants that are subject to a conversion cap that precludes the holder thereof from exercising the warrants to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.99% of the Shares outstanding (the “Conversion Cap”).1
|
|
(b)
|
1. Sole power to vote or direct vote: 929,915
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 929,915
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Iroquois Master Fund has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
|
B.
|
Iroquois
|
|
(a)
|
Iroquois, as the investment adviser to Iroquois Master Fund, may be deemed the beneficial owner of the 929,915 Shares owned by Iroquois Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 929,915
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 929,915
|
|
(c)
|
Iroquois has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
|
C.
|
Mr. Silverman
|
|
(a)
|
Mr. Silverman, as a managing member of Iroquois, may be deemed the beneficial owner of the 929,915 Shares owned by Iroquois Master Fund.
|
|
(b)
|
1. Sole power to vote or direct vote: 929,915
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 929,915
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Silverman has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
|
D.
|
Messrs. Cohen and Keating and General Coburn
|
|
(a)
|
As of the close of business on July 1, 2014, Messrs. Cohen and Keating and General Coburn did not own any Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Messrs. Cohen and Keating and General Coburn have not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.
|
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 and Solicitation Agreement by and among Iroquois Master Fund Ltd., Iroquois Capital Management, LLC, Joshua Silverman, John G. Coburn, Neil H. Cohen and Melvin L. Keating, dated July 1, 2014.
|
|
99.2
|
Form of Indemnification Letter Agreement.
|
|
99.3
|
Powers of Attorney.
|
IROQUOIS MASTER FUND LTD.
|
IROQUOIS CAPITAL MANAGEMENT, LLC
|
By:
|
/s/ Joshua Silverman
|
|
Name:
|
Joshua Silverman
|
|
Title:
|
Authorized Signatory
|
/s/ Joshua Silverman
|
JOSHUA SILVERMAN
|
Individually and as attorney-in-fact for John G. Coburn, Neil H. Cohen and Melvin L. Keating
|
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
|
Private Equity Manager
|
641 Lexington Avenue, 26th
Floor, New York, New York 10022
|
IROQUOIS MASTER FUND LTD.
|
IROQUOIS CAPITAL MANAGEMENT, LLC
|
By:
|
/s/ Joshua Silverman
|
|
Name:
|
Joshua Silverman
|
|
Title:
|
Authorized Signatory
|
/s/ Joshua Silverman
|
JOSHUA SILVERMAN
|
Individually and as attorney-in-fact for John G. Coburn, Neil H. Cohen and Melvin L. Keating
|
IROQUOIS MASTER FUND LTD.
|
|||
By:
|
/s/ Joshua Silverman | ||
Name:
|
Joshua Silverman
|
||
Title:
|
Authorized Signatory
|
INDEMNITEE:
|
|
/s/ John G. Coburn
|
|
JOHN G. COBURN
|
/s/ Neil Cohen
|
|
NEIL COHEN
|
/s/ Melvin L. Keating
|
|
MELVIN L. KEATING
|