WASHINGTON,
D.C. 20549
Kenneth A. Sicklick, Esq.
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d1(e), 13d1(f) or 13d1(g), check the following box.
□
The information required on 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.:
45320R108
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Platinum Partners Value Arbitrage Fund L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
☐
(b)
☐
|
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
0
|
8.
|
SHARED VOTING POWER
100,357,406
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
100,357,406
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
100,357,406
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
56.67%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No.:
45320R108
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Platinum Management (NY) LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
☐
(b)
☐
|
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
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
100,357,406
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
100,357,406
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
100,357,406
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
56.67%
|
14.
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No.:
45320R108
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
DMRJ Group LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
☐
(b)
☐
|
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
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSN WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
32,245,229
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
32,245,229
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
32,245,229
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
18.21%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No.:
45320R108
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Montsant Partners, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
☐
(b)
☐
|
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
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSN WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
68,112,177
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
68,112,177
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
68,112,177
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
38.46%
|
14.
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No.:
45320R108
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Mark Nordlicht
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
☐
(b)
☐
|
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
New York
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSN WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
100,357,406
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
100,357,406
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
100,357,406 (1)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
56.67%
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
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.
|
EXPLANATORY
NOTE
This Statement on Schedule 13D reflects, that as of as of April
6, 2016, the Reporting Persons are disclosing their beneficial ownership in Implant Sciences Corporation (“ISC” or
the “Issuer”) on Schedule 13D.
ITEM
1.
Security and Issuer.
This statement relates to the shares of common stock, par value
$0.10 per share (the “Common Stock”), of ISC, with its principal executive offices located at 500 Research Drive, Unit
3, Wilmington, Massachusetts 01887.
ITEM
2.
Identity and Background.
(a)
This statement is filed by Platinum Partners Value Arbitrage Fund L.P., a Cayman Islands exempted limited partnership (“PPVA”),
Platinum Management (NY) LLC, a Delaware limited liability company (“Platinum Management”), DMRJ Group LLC, a Delaware
limited liability company (“DMRJ”), Montsant Partners, LLC, a Delaware limited liability company (“Montsant”),
and Mark Nordlicht. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting
Persons.”
Each of DMRJ and Montsant are wholly owned
subsidiaries of PPVA. PPVA controls the operations and management of each of DMRJ and Montsant and PPVA has the power to direct
the voting of the shares of Common Stock owned directly and beneficially by each of DMRJ and Montsant. By virtue of this relationship,
PPVA may be deemed to beneficially own the shares of Common Stock owned directly and beneficially by each of DMRJ and Montsant.
DMRJ has no voting or dispositive power over shares of Common Stock owned by Montsant, and Montsant has no voting or dispositive
power over shares of Common Stock owned by DMRJ. Accordingly, DMRJ shall not be deemed to beneficially own the shares of Common
Stock owned directly by Montsant, and Montsant shall not be deemed to beneficially own the shares of Common Stock owned directly
by DMRJ.
Platinum Management is the investment manager
and general partner of PPVA. Mark Nordlicht is the Chief Investment Officer of Platinum Management. By virtue of this relationship,
each of Platinum Management and Mark Nordlicht may be deemed to beneficially own the shares of Common Stock owned directly and
beneficially by PPVA.
(b)
The business address of each of the Reporting Persons is 250 West 55th Street, 14th Floor, New York, NY 10019.
(c)
The principal business of PPVA is that of a private investment fund engaged in the purchase and sale of securities for its
own account. The principal business of Platinum Management is serving as the investment manager and general partner of PPVA. The
principal occupation of Mark Nordlicht is serving as the Chief Investment Officer of Platinum Management. The principal business
of each of DMRJ and Montsant is to purchase, sell, and own assets for the benefit of PPVA.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f)
PPVA is organized under the laws of the Cayman Islands. Each of Platinum Management, DMRJ, and Montsant is organized under
the laws of the State of Delaware. Mark Nordlicht is a citizen of the United States of America.
ITEM
3.
Source and Amount of Funds or Other Consideration.
On September 24, 2015, 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, (i) 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;
(ii) 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 (iii) 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”, and collectively with the March 2009 Note and the September 2012 Note, the
Notes) 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.
As of April 6, 2016, the Issuer owes the Reporting Persons an
aggregate total of approximately $41,765,883.00 in principal and accrued interest on the Notes which amount may be converted into
the securities reported as beneficially owned by the Reporting Persons herein. The funds provided to Issuer in exchange for the
Notes were obtained from the general working capital of PPVA.
ITEM
4.
Purpose of Transaction.
On April 6, 2016, the Issuer, DMRJ, and Montsant, among others,
entered into that certain Omnibus Fourteenth Amendment to Credit Agreement and Sixteenth Amendment to Note and Warrant Purchase
Agreement (the “Fourteenth Omnibus Amendment”), pursuant to which, among other things, the Issuer agreed to remove
the provisions that stated that (i) DMRJ and Montsant may only convert outstanding principal and accrued but unpaid interest owed
under the Notes into Common Stock on more than sixty (60) days’ prior notice, and (ii) that neither DMRJ nor Montsant may
convert outstanding principal and accrued but unpaid interest owed under the Notes into securities representing more than 4.99%
of the then outstanding shares of Common Stock. As a result of these and other modifications made under the Fourteenth Omnibus
Amendment, as of as of April 6, 2016, the Reporting Parties may be deemed to beneficially own all shares of Common Stock into which
outstanding principal and accrued interest owed by the Issuer under the Notes may be converted.
The Reporting Persons purchased Common Stock and the Notes based
on the belief that such Common Stock and Notes, when purchased, represented an attractive investment opportunity. Although no Reporting
Person has any specific plan or proposal to convert the Notes into shares of Common Stock or to otherwise acquire or dispose of
Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may convert all or
a portion of the Notes into the Company’s preferred stock and then into Common Stock or directly into Common Stock, acquire
additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in
Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or
other investment considerations. The purpose of the acquisitions of the Notes was for investment, and the acquisitions of the Notes
were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.
Consistent with their investment purpose, the Reporting Persons
have engaged, and may continue to engage, in communications with one or more stockholders of the Issuer, one or more officers of
the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer
regarding the Issuer, including but not limited to its operations and plans of the Reporting Persons. In particular, the Reporting
Persons have had preliminary discussions with the Issuer concerning among other things the composition of the Issuer’s board
of directors. The Reporting Persons may discuss ideas that, if effected, may result in a change in any of the following: the acquisition
by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or other
changes in the board of directors or management of the Issuer.
The Reporting Persons may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
ITEM
5.
Interest in Securities of the Issuer.
(a)
On September 24, 2015, 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. 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 holds 2,081,829 shares of Common Stock.
On April 6, 2016, the Issuer, DMRJ, and
Montsant, among others entered into that certain Omnibus Fourteenth Amendment to Credit Agreement and Sixteenth Amendment to Note
and Warrant Purchase Agreement (the “Fourteenth Omnibus Amendment”), pursuant to which, among other things, the Issuer
agreed to remove the requirements that (i) DMRJ and Montsant could only convert outstanding principal and accrued but unpaid interest
owed under the Notes into Common Stock on more than sixty (60) days’ prior notice, and (ii) that neither DMRJ nor Montsant
could convert outstanding principal and accrued but unpaid interest owed into Common Stock in excess of 4.99% of the then outstanding
shares of Common Stock. As a result of these and modifications made under the Fourteenth Omnibus Amendment, entered into on April
6, 2016, the Reporting Parties were deemed to beneficially own all shares of Common Stock into which outstanding principal and
accrued interest owed by the Issuer under the Notes may be converted.
The Reporting Parties beneficially own 100,357,407
shares of Common Stock, which includes (i) the 2,081,829 shares directly owned by Montsant, which are described above, (ii) as
of April 6, 2016, the right to convert outstanding principal and accrued but unpaid interest owed to Montsant 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; (iii) as of April 6, 2016, the right to convert outstanding principal
and accrued but unpaid interest owed to DMRJ by Issuer under 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 (iv) as of April 6, 2016, the right to convert outstanding principal and accrued but unpaid interest owed to DMRJ by Issuer
under 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 number of shares of Common Stock into which the Notes
may be converted will rise if the Notes accrue any interest which remains unpaid. The shares of Common Stock beneficially owned
by the Reporting Persons represent 56.67% percent of the outstanding shares of Common Stock. The 56.67% ownership calculation was
based on the 78,805,620 shares of Common Stock reported by the Issuer as being outstanding as of February 5, 2016, as stated by
the Issuer in its quarterly report on Form 10-Q for the quarterly period ended December 31, 2015, plus the 98,275,577 shares of
Common Stock issuable upon the conversion of the Notes described above. 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.
(b)
Platinum Management and PPVA may be deemed to share the power to vote or direct the vote of and to dispose or direct the
disposition of 100,357,407 shares of Common Stock reported herein as held by them. Platinum Management, PPVA, and DMRJ may be deemed
to share the power to vote or direct the vote of and to dispose or direct the disposition of 32,245,229 shares of Common Stock
reported herein as held by them. Platinum Management, PPVA, and Montsant may be deemed to share the power to vote or direct the
vote of and to dispose or direct the disposition of 68,112,177 shares of Common Stock reported herein as held by them. Mr. Nordlicht,
in his capacity as Chief Investment Officer of Platinum Management and Platinum Liquid Management, may be deemed to share the power
to vote or direct the vote of and to dispose or direct the disposition of the 100,357,407 shares of Common Stock in the aggregate
reported herein as held by Platinum Management, PPVA, DMRJ, and Montsant.
(c)
See description in Item 5(a).
(d)
Not applicable.
(e)
Not applicable.
ITEM
6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
None of the Reporting Persons has any contracts, arrangements,
understandings or relationships with respect to the securities of the Issuer, except for the Notes of the Issuer as set forth above
in Item 5.
ITEM
7.
Material to be filed as Exhibits.
Exhibit 99.1 – Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and
correct.
Dated: April 18, 2016
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PLATINUM PARTNERS VALUE ARBITRAGE FUND L.P.
|
|
|
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By: Platinum Management (NY) LLC, as Investment Manager
|
|
|
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By:
/s/ Joseph SanFilippo
|
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Name: Joseph SanFilippo
|
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Title: Chief Financial Officer
|
|
|
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PLATINUM MANAGEMENT (NY) LLC
|
|
|
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By:
/s/ Joseph SanFilippo
|
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Name: Joseph SanFilippo
|
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Title: Chief Financial Officer
|
|
|
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DMRJ GROUP LLC
|
|
|
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By: Platinum Partners Value Arbitrage Fund L.P., its sole member
|
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|
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By: Platinum Management (NY) LLC, as Investment Manager
|
|
|
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By:
/s/ Joseph SanFilippo
|
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Name: Joseph SanFilippo
|
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Title: Chief Financial Officer
|
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MONTSANT PARTNERS, LLC
|
|
|
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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
|
|
|
|
|
|
|
|
/s/ Mark Nordlicht
|
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MARK NORDLICHT
|