-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JzOSwhXFFAoBKKgOmb0x8rIkeN5F65WN10985k4yU3vjN9DIUGErRjkUVBIYBvAe uWQ7DftwNEfNv4XieNcVXQ== 0000950123-11-013748.txt : 20110214 0000950123-11-013748.hdr.sgml : 20110214 20110214190434 ACCESSION NUMBER: 0000950123-11-013748 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: JOSHUA SILVERMAN GROUP MEMBERS: RICHARD ABBE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAR SCIENTIFIC INC CENTRAL INDEX KEY: 0000776008 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 521402131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38497 FILM NUMBER: 11610189 BUSINESS ADDRESS: STREET 1: 16 SOUTH MARKET STREET CITY: PETERSBURG STATE: VA ZIP: 23803 BUSINESS PHONE: 8048610681 MAIL ADDRESS: STREET 1: 16 SOUTH MARKET STREET CITY: PETERSBURG STATE: VA ZIP: 23803 FORMER COMPANY: FORMER CONFORMED NAME: EYE TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Iroquois Capital Management, LLC CENTRAL INDEX KEY: 0001481867 IRS NUMBER: 010786483 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 BUSINESS PHONE: 212.974.3070 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 SC 13G/A 1 c62965asc13gza.htm SC 13G/A sc13gza
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Star Scientific, Inc.
 
(Name of Issuer)
Common Stock, par value $0.0001 per share
 
(Title of Class of Securities)
85517P101
(CUSIP Number)
December 31, 2010
 
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
a. o Rule 13d-1(b)

b. þ Rule 13d-1(c)

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).
 
 


 

                     
CUSIP No.
 
85517P101 
 

 

           
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)

Iroquois Capital Management L.L.C.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,000,037 (see Item 4)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    5,000,037 (see Item 4)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,000,037 (see Item 4)
     
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)
   
  3.8% (see Item 4)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

Page 2 of 7


 

                     
CUSIP No.
 
85517P101 
 

 

           
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)

Joshua Silverman
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   175,303
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,000,037 (see Item 4)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   175,303
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    5,000,037 (see Item 4)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,175,340 (see Item 4)
     
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)
   
  4.0% (see Item 4)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN; HC

Page 3 of 7


 

                     
CUSIP No.
 
85517P101 
 

 

           
1   NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)

Richard Abbe
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  5   SOLE VOTING POWER
     
NUMBER OF   315,500
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,000,037 (see Item 4)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   315,500
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    5,000,037 (see Item 4)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,315,537 (see Item 4)
     
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)
   
  4.1% (see Item 4)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN; HC

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          This Amendment No. 1 is being filed jointly by Iroquois Capital Management L.L.C., Joshua Silverman, and Richard Abbe (each, a “Reporting Person,” and collectively, the “Reporting Persons”) and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 24, 2010 (the “Schedule 13G”).
          Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.
Item 4. Ownership.
     (a) and (b):
(A) As of the close of business on December 31, 2010, Iroquois may be deemed to have beneficial ownership of 5,000,037 shares of Common Stock, including (i) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1 and (ii) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 3.8% of the Common Stock, based on (1) 127,119,323 shares of Common Stock issued and outstanding on November 5, 2010, as disclosed in the prospectus filed by the Issuer with the SEC on December 21, 2010, plus (2)(A) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1, and (B) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2. The foregoing excludes 888,888 shares of Common Stock issuable upon exercise of another warrant held by Iroquois Master Fund (“Warrant 3”) because Warrant 3 is not exercisable until May 5, 2011. Assuming that Warrant 3 is currently exercisable, Iroquois may be deemed to have beneficial ownership of 5,888,925 shares of Common Stock.
(B) As of the close of business on December 31, 2010, Mr. Silverman may be deemed to have beneficial ownership of 5,175,340 shares of Common Stock, including (i) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1 and (ii) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 4.0% of the Common Stock, based on (1) 127,119,323 shares of Common Stock issued and outstanding on November 5, 2010, as disclosed in the prospectus filed by the Issuer with the SEC on December 21, 2010, plus (2)(A) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1, and (B) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2. The foregoing excludes (I) 888,888 shares of Common Stock issuable upon exercise of Warrant 3 because Warrant 3 is not exercisable until May 5, 2011 and (II) 100,000 shares of Common Stock issuable upon exercise of a warrant held by Mr. Silverman (“Warrant 4”) because Warrant 4 is not exercisable until May 5, 2011. Assuming that each of Warrant 3 and Warrant 4 is currently exercisable, Mr. Silverman may be deemed to have beneficial ownership of 6,164,228 shares of Common Stock.
(C) As of the close of business on December 31, 2010, Mr. Abbe may be deemed to have beneficial ownership of 5,315,537 shares of Common Stock, including (i) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1 and (ii) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 4.1% of the Common Stock, based on (1) 127,119,323 shares of Common Stock issued and outstanding on November 5, 2010, as disclosed in the prospectus filed by the Issuer with the SEC on December 21, 2010, plus (2)(A) 2,649,006 shares of Common Stock issuable upon exercise of Warrant 1, and (B) 1,000,000 shares of Common Stock issuable upon exercise of Warrant 2. The foregoing excludes (I) 888,888 shares of Common Stock issuable upon exercise of Warrant 3 because Warrant 3 is not exercisable until May 5, 2011 and (II) 100,000 shares of Common Stock issuable upon exercise of a warrant held by the Merav Abbe Irrevocable Trust (“Warrant 5”) because Warrant 5 is not exercisable until May 5, 2011. Assuming that each of Warrant 3 and Warrant 5 is currently exercisable, Mr. Abbe may be deemed to have beneficial ownership of 6,304,425 shares of Common Stock.
     (c) (A) Number of shares as to which Iroquois has:
  (i)   Sole power to vote or to direct the vote: 0.
 
  (ii)   Shared power to vote or to direct the vote: 5,000,037.
 
  (iii)   Sole power to dispose or to direct the disposition of: 0.
 
  (iv)   Shared power to dispose or to direct the disposition of: 5,000,037.
     (B) Number of shares as to which Mr. Silverman has:
  (i)   Sole power to vote or to direct the vote: 175,303.
 
  (ii)   Shared power to vote or to direct the vote: 5,000,037.
 
  (iii)   Sole power to dispose or to direct the disposition of: 175,303.
 
  (iv)   Shared power to dispose or to direct the disposition of: 5,000,037.
     (C) Number of shares as to which Mr. Abbe has:

Page 5 of 7


 

  (i)   Sole power to vote or to direct the vote: 315,500.
 
  (ii)   Shared power to vote or to direct the vote: 5,000,037.
 
  (iii)   Sole power to dispose or to direct the disposition of: 315,500.
 
  (iv)   Shared power to dispose or to direct the disposition of: 5,000,037.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.
Item 10. Certification
          By signing below I certify that, to the best of my 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 the 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.

Page 6 of 7


 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
          Date: February 14, 2011
             
    IROQUOIS CAPITAL MANAGEMENT L.L.C.    
 
           
 
  By:   /s/ Joshua Silverman     
 
     
 
Joshua Silverman, Authorized Signatory
   
 
           
    /s/ Joshua Silverman    
         
    Joshua Silverman    
 
           
    /s/ Richard Abbe    
         
    Richard Abbe    

Page 7 of 7

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