Initial Statement of Beneficial Ownership (3)
April 18 2016 - 5:31PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Platinum Partners Value Arbitrage Fund, LP
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/6/2016
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3. Issuer Name
and
Ticker or Trading Symbol
IMPLANT SCIENCES CORP [IMSC]
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(Last)
(First)
(Middle)
250 WEST 55TH STREET, 14TH FLOOR,
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock par value $0.10
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2081829
(5)
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I
(1)
(2)
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By MONTSANT PARTNERS, LLC
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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March 2009 Note
(2)
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4/6/2016
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12/31/2016
(4)
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Series J Preferred Stock
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5282.43
(5)
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$1000
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I
(2)
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By MONTSANT PARTNERS, LLC
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March 2009 Note
(2)
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4/6/2016
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12/31/2016
(4)
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Common Stock, par value $0.10
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66030347
(5)
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$0.08
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I
(2)
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By MONTSANT PARTNERS, LLC
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September 2012 Note
(3)
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4/6/2016
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12/31/2016
(4)
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Series H Preferred Stock
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18965
(5)
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$1000
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I
(3)
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By DMRJ GROUP LLC
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September 2012 Note
(3)
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4/6/2016
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12/31/2016
(4)
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Common Stock, par value $0.10
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17399082
(5)
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$1.09
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I
(3)
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By DMRJ GROUP LLC
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February 2013 Note
(3)
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4/6/2016
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12/31/2016
(4)
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Series I Preferred Stock
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17518.46
(5)
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$1000
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I
(3)
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By DMRJ GROUP LLC
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February 2013 Note
(3)
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4/6/2016
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12/31/2016
(4)
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Common Stock, par value $0.10
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14846148
(5)
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$1.18
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I
(3)
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By DMRJ GROUP LLC
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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
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(
3)
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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.
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(
4)
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The stated expiration date is the current expiration date of the notes.
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(
5)
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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.
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Remarks:
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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Platinum Partners Value Arbitrage Fund, LP
250 WEST 55TH STREET, 14TH FLOOR
NEW YORK, NY 10019
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X
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Platinum Management (NY) LLC
250 WEST 55TH STREET
NEW YORK, NY 10019
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X
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DMRJ GROUP LLC
C/O PLATINUM MANAGEMENT (NY) LLC
250 WEST 55TH STREET, 14TH FLOOR
NEW YORK, NY 10019
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X
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MONTSANT PARTNERS, LLC
C/O PLATINUM MANAGEMENT (NY) LLC
250 WEST 55TH STREET, 14TH FLOOR
NEW YORK, NY 10019
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X
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Nordlicht Mark
C/O PLATINUM MANAGEMENT (NY) LLC
250 WEST 55TH STREET, 14TH FLOOR
NEW YORK, NY 10019
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X
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Signatures
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/s/ Joseph SanFilippo, Attorney-in-Fact
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4/18/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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