0001144204-16-094878.txt : 20160418 0001144204-16-094878.hdr.sgml : 20160418 20160418172950 ACCESSION NUMBER: 0001144204-16-094878 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160406 FILED AS OF DATE: 20160418 DATE AS OF CHANGE: 20160418 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMPLANT SCIENCES CORP CENTRAL INDEX KEY: 0001068874 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042837126 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 107 AUDUBON ROAD #5 CITY: WAKEFIELD STATE: MA ZIP: 01880-1246 BUSINESS PHONE: 7812460700 MAIL ADDRESS: STREET 1: 107 AUDUBON ROAD, #5 CITY: WAKEFIELD STATE: MA ZIP: 01880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nordlicht Mark CENTRAL INDEX KEY: 0001339643 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14949 FILM NUMBER: 161577553 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MONTSANT PARTNERS, LLC CENTRAL INDEX KEY: 0001672474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14949 FILM NUMBER: 161577554 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.582.2222 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DMRJ GROUP LLC CENTRAL INDEX KEY: 0001672345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14949 FILM NUMBER: 161577555 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.582.2222 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Management (NY) LLC CENTRAL INDEX KEY: 0001368616 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14949 FILM NUMBER: 161577556 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-581-2401 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Partners Value Arbitrage Fund, LP CENTRAL INDEX KEY: 0001299265 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14949 FILM NUMBER: 161577557 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-582-2222 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 v437245_3.xml OWNERSHIP DOCUMENT X0206 3 2016-04-06 0 0001068874 IMPLANT SCIENCES CORP IMSC 0001299265 Platinum Partners Value Arbitrage Fund, LP 250 WEST 55TH STREET, 14TH FLOOR NEW YORK NY 10019 0 0 1 0 0001368616 Platinum Management (NY) LLC 250 WEST 55TH STREET NEW YORK NY 10019 0 0 1 0 0001672345 DMRJ GROUP LLC C/O PLATINUM MANAGEMENT (NY) LLC 250 WEST 55TH STREET, 14TH FLOOR NEW YORK NY 10019 0 0 1 0 0001672474 MONTSANT PARTNERS, LLC C/O PLATINUM MANAGEMENT (NY) LLC 250 WEST 55TH STREET, 14TH FLOOR NEW YORK NY 10019 0 0 1 0 0001339643 Nordlicht Mark C/O PLATINUM MANAGEMENT (NY) LLC 250 WEST 55TH STREET, 14TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock par value $0.10 2081829 I By MONTSANT PARTNERS, LLC March 2009 Note 1000 2016-04-06 2016-12-31 Series J Preferred Stock 5282.43 I By MONTSANT PARTNERS, LLC March 2009 Note 0.08 2016-04-06 2016-12-31 Common Stock, par value $0.10 66030347 I By MONTSANT PARTNERS, LLC September 2012 Note 1000 2016-04-06 2016-12-31 Series H Preferred Stock 18965 I By DMRJ GROUP LLC September 2012 Note 1.09 2016-04-06 2016-12-31 Common Stock, par value $0.10 17399082 I By DMRJ GROUP LLC February 2013 Note 1000 2016-04-06 2016-12-31 Series I Preferred Stock 17518.46 I By DMRJ GROUP LLC February 2013 Note 1.18 2016-04-06 2016-12-31 Common Stock, par value $0.10 14846148 I By DMRJ GROUP LLC On September 24, 2015, Montsant Partners, LLC ("Montsant") converted $245,000.00 of accrued interest owed by Issuer under that certain Amended and Restated Senior Secured Convertible Promissory Note dated as of March 12, 2009, and assigned to Montsant pursuant to that certain Assignment Agreement dated as of May 4, 2015 (collectively, the "March 2009 Note") into 3,062,500 shares of Common Stock at an adjusted conversion price of $0.08 per share. The funds provided to Issuer in exchange for the Notes were obtained from the general working capital of PPVA. Since September 24, 2015, Montsant has sold 980,671 shares of Common Stock in the ordinary course of its business, and, as of the date of this filing, Montsant directly owns 2,081,829 shares of Common Stock. As of April 6, 2016, Montsant has the right to convert $5,282,428.00 of outstanding principal and accrued interest owed by Issuer under the March 2009 Note into the Company's Series J Preferred Stock, which may then be converted into up to 66,030,347 shares of Common Stock, at a price of $0.08 per share of Common Stock As of April 6, 2016, (i) DMRJ Group LLC ("DMRJ") has the right to convert $18,965,000.00 of outstanding principal and accrued interest owed by Issuer under that certain second Senior Secured Convertible Promissory Note (as modified or amended from time to time, the "September 2012 Note") into the Company's Series H Preferred Stock, which may then be converted into up to 17,399,082 shares of Common Stock, at a price of $1.09 per share of Common Stock; and (ii) DMRJ has the right to convert $17,518,455.00 of outstanding principal and accrued interest owed by Issuer under that certain third Senior Secured Convertible Promissory Note (as modified or amended from time to time, the "February 2013 Note") into the Company's Series I Preferred Stock, which may then be converted into up to 14,846,148 shares of Common Stock at a price of $1.18 per share of Common Stock. The stated expiration date is the current expiration date of the notes. Mark Nordlicht disclaims the beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Persons. Exhibit 24 - Power of Attorney Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. /s/ Joseph SanFilippo, Attorney-in-Fact 2016-04-18 EX-24 2 v437245_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

FOR

IMPLANT SCIENCES CORPORATION

SECTION 16(a) FILINGS

Know all by these presents that the undersigned hereby constitutes and appoints Joseph SanFilippo as the undersigned’s true and lawful attorney-in-fact to:

(1) Prepare, execute in the undersigned's name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities and Exchange Act of 1934, as amended, or any rule or regulations of the SEC;

(2) Execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director, or ten percent (10%) beneficial owner of Implant Science Corporation (the “Company”), Forms 3, 4, and 5, and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company;

(3) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form IDs and Form 3, 4, or 5, or other form or report, or amendment thereto and timely file such forms or reports with the SEC and any stock exchange or similar authority; and

(4) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in- fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transaction in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18^th day of April, 2016.

PLATINUM PARTNERS VALUE ARBITRAGE FUND L.P.

By: Platinum Management (NY) LLC, as Investment Manager

By: /s/ Joseph SanFilippo

Name: Joseph SanFilippo

Title: Chief Financial Officer

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18^th day of April, 2016.

PLATINUM MANAGEMENT (NY) LLC

By: /s/ Joseph SanFilippo

Name: Joseph SanFilippo

Title: Chief Financial Officer

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18^th day of April, 2016.

DMRJ GROUP LLC

By: Platinum Partners Value Arbitrage Fund L.P., its sole member

By: Platinum Management (NY) LLC, as Investment Manager

By: /s/ Joseph SanFilippo

Name: Joseph SanFilippo

Title: Chief Financial Officer

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18^th day of April, 2016.

MONTSANT PARTNERS, LLC

By: Platinum Partners Value Arbitrage Fund L.P., its sole member

By: Platinum Management (NY) LLC, as Investment Manager

By: /s/ Joseph SanFilippo

Name: Joseph SanFilippo

Title: Chief Financial Officer

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18^th day of April, 2016.

/s/ Mark Nordlicht

MARK NORDLICHT