Statement of Ownership (sc 13g)
February 12 2013 - 5:30PM
Edgar (US Regulatory)
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CUSIP
No.
82321P104
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Schedule 13G
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Page
1 of 10 Pages
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 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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Shengkai Innovations, Inc.
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(Name
of Issuer)
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Common Stock, $0.001 par value
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(Title
of Class of Securities)
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December 31, 2012
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(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 is
filed:
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x
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover
page shall be filled out for a reporting persons 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).
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CUSIP
No.
82321P104
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Schedule 13G
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Page
2 of 10 Pages
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1.
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Names
of Reporting Persons
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Iroquois
Capital Management L.L.C.
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2.
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Check
the Appropriate Box if a Member of a Group (
See
Instructions)
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(a)
o
(b)
o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Delaware
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Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
1,908,570
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
1,908,570
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,908,570 (see item 4)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (
See
Instructions)
o
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11.
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Percent
of Class Represented by Amount in Row 9
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9.99% (see item 4)
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12.
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Type
of Reporting Person (
See
Instructions)
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OO
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CUSIP
No.
82321P104
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Schedule 13G
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Page
3 of 10 Pages
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1.
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Names
of Reporting Persons
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Joshua Silverman
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2.
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Check
the Appropriate Box if a Member of a Group (
See
Instructions)
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(a)
o
(b)
o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United States of America
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Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
1,908,570
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
1,908,570
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,908,570 (see item 4)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (
See
Instructions)
o
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11.
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Percent of Class Represented by Amount in Row 9
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9.99% (see item 4)
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12.
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Type
of Reporting Person (
See
Instructions)
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IN; HC
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CUSIP
No.
82321P104
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Schedule 13G
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Page
4 of 10 Pages
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1.
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Names
of Reporting Persons
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Richard Abbe
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2.
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Check
the Appropriate Box if a Member of a Group (
See
Instructions)
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(a)
o
(b)
o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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United States of America
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Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole
Voting Power
0
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6.
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Shared
Voting Power
1,908,570
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7.
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Sole
Dispositive Power
0
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8.
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Shared
Dispositive Power
1,908,570
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,908,570 (see item 4)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (
See
Instructions)
o
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11.
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Percent of Class Represented by Amount in Row 9
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9.99% (see item 4)
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12.
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Type
of Reporting Person (
See
Instructions)
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IN; HC
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CUSIP
No.
82321P104
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Schedule 13G
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Page
5 of 10 Pages
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Item 1.
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(a)
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Name of Issuer:
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Shengkai Innovations, Inc.
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(b)
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Address of Issuers
Principal Executive Offices:
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No. 27, Wang Gang Road, Jin Nan (Shuang Gang) Economic and Technology Development Area, Tianjin, Peoples Republic of China
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Item 2.
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(a)
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Name of Person Filing:
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(b)
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Address of Principal
Business Office or, if None, Residence:
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(c)
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Citizenship:
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This Schedule 13G is being
filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited
liability company (
Iroquois
),
(ii) Joshua Silverman, an individual who is a citizen of the United States of
America (
Mr. Silverman
) and
(iii) Richard Abbe, an individual who is a citizen of the United States of
America (
Mr. Abbe
, together
with Iroquois and Mr. Silverman, the
Reporting
Persons
).
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The Reporting Persons have
entered into a Joint Filing Agreement, a copy of which is filed with this
Schedule 13G as
Exhibit 1
, pursuant to which the Reporting Persons have
agreed to file this Schedule 13G jointly in accordance with the provisions of
Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
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The principal business
office of all of the Reporting Persons is 641 Lexington Avenue, 26th Floor,
New York, New York 10022.
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(d)
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Title of Class of
Securities:
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Common Stock, par value
$0.001 per share
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(e)
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CUSIP Number:
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82321P104
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Item 3.
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If this
statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check
whether the person filing is a:
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Not applicable.
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
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CUSIP
No.
82321P104
|
Schedule 13G
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Page
6 of 10 Pages
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company
registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
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(e)
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x
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An investment adviser in
accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan
or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in
accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with
§ 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the
type of institution:_____________________ _________________________________________
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Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) and (b)
As of the date hereof, each of the Reporting Persons may be deemed to be the
beneficial owner of 1,908,570 shares of Common Stock which are issuable upon
exercise of a warrant to purchase Common Stock (the
Warrant
) held by Iroquois
Master Fund Ltd. (
Iroquois Master Fund
), and such shares of Common Stock
represent beneficial ownership of approximately 9.99% of the Common Stock, based
on (1) 17,196,229 shares of Common Stock issued and outstanding as reported in
the Form 10-Q filed by the Issuer on November 14, 2012, plus (2) 1,908,570
shares of Common Stock issuable upon exercise of the Warrant.
The foregoing excludes 1,640,746 shares of Common Stock issuable upon exercise
of the Warrant because the Warrant contains a blocker provision under which the
holder thereof does not have the right to exercise the Warrant to the extent
(but only to the extent) that such exercise would result in beneficial ownership
by the holder thereof or any of its affiliates, of more than 9.99% of the Common
Stock. Without such blocker provision, each of the Reporting Persons may be
deemed to have beneficial ownership of 3,549,316 shares of the Common Stock.
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CUSIP
No.
82321P104
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Schedule 13G
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Page
7 of 10 Pages
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(c)
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Number of shares as to which each Reporting Person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 1,908,570
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 1,908,570.
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Item 5.
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Ownership
of Five Percent or Less of a Class
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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
o
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification
and Classification of Members of the Group
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See Exhibit 1.
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Item 9.
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Notice of
Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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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.
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CUSIP
No.
82321P104
|
Schedule 13G
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Page
8 of 10 Pages
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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.
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Date: February 11, 2013
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IROQUOIS CAPITAL
MANAGEMENT L.L.C.
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By:
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/s/ Joshua Silverman
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Joshua Silverman, Authorized Signatory
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/s/ Joshua Silverman
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Joshua Silverman
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/s/ Richard Abbe
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Richard Abbe
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CUSIP
No.
82321P104
|
Schedule 13G
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Page
9 of 10 Pages
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EXHIBIT INDEX
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Exhibit 1
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Joint Filing Agreement as
required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended.
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CUSIP
No.
82321P104
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Schedule 13G
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Page
10 of 10 Pages
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Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
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 filing 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, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is
inaccurate.
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Date: February 11, 2013
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IROQUOIS CAPITAL
MANAGEMENT L.L.C.
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By:
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/s/ Joshua Silverman
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Joshua Silverman, Authorized Signatory
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/s/ Joshua Silverman
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Joshua Silverman
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/s/ Richard Abbe
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Richard Abbe
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