Statement of Ownership (sc 13g)
August 25 2014 - 8:22AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. )* |
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BSD Medical
Corporation |
(Name of Issuer) |
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Common Stock,
$0.001 par value |
(Title of Class of Securities) |
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055662100 |
(CUSIP Number) |
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July 1, 2014 |
(Date of event which requires filing of this statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |
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Rule 13d-1(b) |
x |
Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 10 Pages) |
______________________________
*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. 055662100 | 13G | Pages 2 of 10 |
1 |
NAMES OF REPORTING PERSONS
Empery Asset Management, LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
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6 |
SHARED VOTING POWER
2,056,928 shares of Common
Stock
2,200,000 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* |
7 |
SOLE DISPOSITIVE POWER
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8 |
SHARED DISPOSITIVE POWER
2,056,928 shares of Common
Stock
2,200,000 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,928 shares of Common
Stock
2,200,000 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.18% (See Item 4)* |
12 |
TYPE OF REPORTING PERSON
PN |
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* As more fully described in Item 4, these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described
in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
CUSIP No. 055662100 | 13G | Pages 3 of 10 |
1 |
NAMES OF REPORTING PERSONS
Ryan M. Lane |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
2,056,928 shares of Common
Stock
2,200,000 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
2,056,928 shares of Common
Stock
2,200,000 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,928 shares of Common
Stock
2,200,000 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.18% (See Item 4)* |
12 |
TYPE OF REPORTING PERSON
IN |
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* As more fully described in Item 4, these
reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However,
as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than
the number of securities reported in rows (6), (8) and (9).
CUSIP No. 055662100 | 13G | Pages 4 of 10 |
1 |
NAMES OF REPORTING PERSONS
Martin D. Hoe |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
2,056,928 shares of Common
Stock
2,200,000 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
2,056,928 shares of Common
Stock
2,200,000 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,928 shares of Common
Stock
2,200,000 shares of Common Stock issuable upon exercise
of Warrants (See Item 4)* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.18% (See Item 4)* |
12 |
TYPE OF REPORTING PERSON
IN |
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* As more fully described in Item 4, these
reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However,
as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than
the number of securities reported in rows (6), (8) and (9).
CUSIP No. 055662100 | 13G | Pages 5 of 10 |
Item 1(a). |
NAME OF ISSUER: |
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The name of the issuer is BSD Medical Corporation (the "Company"). |
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Company's principal executive offices are located at 2188 West 2200 South, Salt Lake City, Utah 84119. |
Item 2(a). |
NAME OF PERSON FILING: |
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This statement is filed by the entities and persons listed below,
who are collectively referred to herein as "Reporting Persons," with respect to the shares of Common Stock (as
defined in Item 2(d) below) of the Company:
Investment Manager
(i) Empery Asset Management, LP (the "Investment
Manager"), with respect to the shares of Common Stock held by, and underlying the Reported Warrants held by,
certain funds to which the Investment Manager serves as investment manager (the "Empery Funds").
Reporting Individuals
(ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect
to the shares of Common Stock held by, and underlying the Reported Warrants held by, the Empery Funds.
(iii) Mr. Martin D. Hoe ("Mr. Hoe"), with respect
to the shares of Common Stock held by, and underlying the Reported Warrants held by, the Empery Funds.
The Investment Manager serves as the investment manager to each
of the Empery Funds. Each of the Reporting Individuals is a Managing Member of Empery AM GP, LLC (the "General Partner"),
the general partner of the Investment Manager.
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CUSIP No. 055662100 | 13G | Pages 6 of 10 |
Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
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The address of the business office of each of the Reporting Persons
is:
1 Rockefeller Plaza, Suite 1205
New York, New York 10020 |
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Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. |
Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
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Common Stock, $0.001 par value (the "Common Stock") |
Item 2(e). |
CUSIP NUMBER: |
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055662100 |
Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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Broker or dealer registered under Section 15 of the Act, |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act, |
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(c) |
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Insurance Company as defined in Section 3(a)(19) of the Act, |
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(d) |
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Investment Company registered under Section 8 of the Investment Company Act of 1940, |
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(e) |
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Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, |
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(f) |
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Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), |
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(g) |
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), |
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(h) |
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, |
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(i) |
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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, |
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CUSIP No. 055662100 | 13G | Pages 7 of 10 |
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(j) |
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution:_____________________________________________ |
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The information as of the filing date required by Items 4(a) –
(c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference
for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 39,689,209
shares of Common Stock issued and outstanding as of July 9, 2014, as represented in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended May 31, 2014, filed with the Securities and Exchange Commission on July 10, 2014 and assumes the
exercise of the reported warrants (the "Reported Warrants") subject to the Blocker (as defined below).
Pursuant to the terms of the reported warrants (the "Reported
Warrants"), the Reporting Persons cannot exercise any of the Reported Warrants if the Reporting Persons would beneficially
own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Blocker"), and the
percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blocker. Consequently, at this time,
the Reporting Persons are not able to exercise all of the Reported Warrants due to the Blocker.
On July 11, 2014, the Reporting Persons held 2,538,836 shares of Common Stock and 2,200,000 shares of Common
Stock issuable upon exercise of the Reported Warrants (which were subject to the Blocker) or 6.40% of the issued and outstanding
shares of Common Stock based on 39,689,209 shares of Common Stock then outstanding as disclosed in the in the Company's Prospectus
filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June 26, 2014 after giving effect to the
completion of the offering, as described therein.
The Investment Manager, which serves as the investment manager to
the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blocker)
held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager
with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by,
and underlying the Reported Warrants (subject to the Blocker) held by, the Managed Account and the Empery Fund. The foregoing should not be construed in
and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting
Person. Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock. |
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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Not applicable. |
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CUSIP No. 055662100 | 13G | Pages 8 of 10 |
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
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Not applicable. |
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Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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Not applicable. |
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Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
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Not applicable. |
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Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Not applicable. |
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Each of the Reporting Persons hereby makes the following certification: |
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By signing below each Reporting Person certifies that, to the best of its 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. |
CUSIP No. 055662100 | 13G | Pages 9 of 10 |
SIGNATURES
After reasonable inquiry and to the best
of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: August 25, 2014
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EMPERY ASSET MANAGEMENT, LP |
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By: EMPERY AM GP, LLC, its General Partner |
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By: |
/s/ Ryan M. Lane |
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Name: Ryan M. Lane |
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Title: Managing Member |
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/s/ Ryan M. Lane |
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Ryan M. Lane |
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/s/ Martin D. Hoe |
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Martin D. Hoe |
CUSIP No. 055662100 | 13G | Pages 10 of 10 |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED: August 25, 2014
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EMPERY ASSET MANAGEMENT, LP |
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By: EMPERY AM GP, LLC, its General Partner |
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By: |
/s/ Ryan M. Lane |
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Name: Ryan M. Lane |
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Title: Managing Member |
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/s/ Ryan M. Lane |
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Ryan M. Lane |
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/s/ Martin D. Hoe |
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Martin D. Hoe |