United
states
Securities
and exchange commission
WashinGton,
d.c. 20549
Schedule
13G
Under
the securities exchange act of 1934
FORMCAP CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
34637U202
(CUSIP Number)
February
21, 2014
(Date of Event which requires filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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*
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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.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for 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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1.
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NAME OF REPORTING PERSON
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Ironridge Global IV, Ltd.
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0* (See Item 4)
0
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7.
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SOLE DISPOSITIVE POWER
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4,247,890* (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,247,890* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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12.
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TYPE OF REPORTING PERSON
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OO
* Subject to adjustment. (See Item 4)
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1.
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NAME OF REPORTING PERSON
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Ironridge Global Partners, LLC
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
27-4741201
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0* (See Item 4)
0* (See Item 4)
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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0* (See Item 4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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12.
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TYPE OF REPORTING PERSON
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HC
*Excludes shares owned by Ironridge Global IV, Ltd. (See Item
4)
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1.
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NAME OF REPORTING PERSON
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IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
¨
(b)
¨
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0* (See Item 4)
0* (See Item 4)
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7.
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SOLE DISPOSITIVE POWER
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0* (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0* (See Item 4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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0* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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0%* (See Item 4)
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12.
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TYPE OF REPORTING PERSON
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IN
* Excludes shares owned by Ironridge Global IV, Ltd. (See Item
4)
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1.
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NAME OF REPORTING PERSON
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Brendan T. O’Neil
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
¨
(b)
¨
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0* (See Item 4)
0* (See Item 4)
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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0* (See Item 4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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12.
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TYPE OF REPORTING PERSON
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IN
* Excludes shares owned by Ironridge Global IV, Ltd. (See Item
4)
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1.
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NAME OF REPORTING PERSON
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Richard H. Kreger
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
¨
(b)
¨
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0* (See Item 4)
0* (See Item 4)
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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0* (See Item 4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0* (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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12.
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TYPE OF REPORTING PERSON
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IN
* Excludes shares owned by Ironridge Global IV, Ltd. (See Item
4)
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1.
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NAME OF REPORTING PERSON
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Keith Coulston
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
¨
(b)
¨
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
0* (See Item 4)
0* (See Item 4)
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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0* (See Item 4)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0* (See Item 4)
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10.
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES:
£
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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12.
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TYPE OF REPORTING PERSON
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IN
* Excludes shares owned by Ironridge Global IV, Ltd. (See Item
4)
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ITEM 1
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(a)
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Name of Issuer:
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FormCap Corp.
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(b)
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Address of Issuer’s Principal Executive Offices:
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50 West Liberty Street, Suite 880
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Reno, Nevada 89501
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ITEM 2
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(a)
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Name of Person Filing:
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This statement is filed by Ironridge Global IV, Ltd. (“IV”) with respect to shares of common stock beneficially owned by IV, and by Ironridge Global Partners, LLC (“IGP”) and IGP’s managing members John C. Kirkland, Brendan T. O’Neil, Richard H. Kreger and Keith Coulston with respect to the shares that may be obtained by IV.
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(b)
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Address of Principal Business Office, or, if None, Residence:
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The address of the principal business office of IV is:
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Harbour House, 2
nd
Floor
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Waterfront Drive, Road Town
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Tortola, British Virgin Islands VG1110
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The address of the principal business office of IGP and Messrs. O’Neil and Coulston is:
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100 Spear Street, Suite 320
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San Francisco, California 94105-1523
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The address of the principal business office of Mr. Kirkland is:
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881 Alma Real Drive, Suite 305
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Los Angeles, California 90272-3731
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The address of the principal business office of Mr. Kreger is:
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Chrysler Building
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405 Lexington Avenue, 25th Floor
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New York, New York 10174-2699
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(c)
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Citizenship:
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IV is a British Virgin Islands business company.
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IGP is a Delaware limited liability company.
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Messrs. Kirkland, O’Neil, Kreger and Coulston are United States citizens.
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(d)
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Title of Class of Securities:
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Common Stock
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(e)
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CUSIP Number:
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34637U202
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ITEM 3:
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If this Statement if Filed pursuant to Rule 13d-1(b)
or 13d-2(b) or (c), check whether the person filing is a:
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¨
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a.
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Broker or dealer registered under Section 15 of the Exchange Act.
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¨
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b.
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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¨
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c.
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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¨
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d.
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Investment company registered under Section 8 of the Investment
Company Act.
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¨
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e.
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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¨
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f.
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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¨
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g.
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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¨
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h.
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A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act
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¨
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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
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¨
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j.
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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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.
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(a)
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Amount beneficially owned: See item 9 of cover pages.
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(b)
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Percent of class: See item 11 of cover pages.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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(ii)
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Shared power to vote or to direct the vote:
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(iii)
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Sole power to dispose or to direct the disposition of:
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(iv)
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Shared power to dispose or to direct the disposition of:
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See items 5-8 of cover pages.
On February 21, 2014, IV and
the issuer settled $671,939 in accounts payable of the issuer, in exchange for shares of common stock of the issuer following a
Section 3(a)(10) fairness hearing. The payables were owned by IV, which previously agreed to purchase them from creditors of the
issuer in exchange for cash payment of the full amount owed.
Pursuant to an order approving
stipulation for settlement of claims between IV and the issuer, IV is entitled to receive that number of shares with an aggregate
value equal to the claim amount plus a 10% third party agent fee, divided by 80% of the following: the closing price of the issuer’s
common stock on the date prior to entry of the order, not to exceed the arithmetic average of the volume weighted average prices
of any five trading days during a period equal to that number of consecutive trading days following the date of initial receipt
of shares required for the aggregate trading volume to exceed $13 million, less $0.05 per share, as reported by the Bloomberg Professional
service of Bloomberg LP.
IV is prohibited from receiving
any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the issuer’s total outstanding
shares at any one time. IV received an initial issuance of 10 million common shares, and may be required to return or be entitled
to receive shares, based on the calculation summarized in the prior paragraph. Based on the $0.28 per share closing price on the
day of the settlement, IV would be entitled to 4,247,890 shares. For purposes of calculating the percent of class, the reporting
persons have assumed that there were 92,038,236 shares of common stock outstanding immediately prior to the issuance of shares
to IV, such that 4,247,890 shares issued to IV would represent approximately 4.4% of the outstanding common stock after such issuance.
In connection with the transaction,
IV agreed not to hold any short position in the issuer’s common stock, and not to engage in or effect, directly or indirectly,
any short sale until at least 180 days after the end of the calculation period.
IV is not a registered broker-dealer
or an affiliate of a registered broker-dealer. Voting and dispositive power with respect to shares of common stock owned by IV
is exercised by David Sims, Director. However, for so long as IV holds any shares, it is prohibited from, among other actions:
(1) voting any shares of issuer common stock owned or controlled by them, exercising any dissenter’s rights, executing or
soliciting any proxies or seeking to advise or influence any person with respect to any voting securities of the issuer; (2) engaging
or participating in any actions or plans that relate to or would result in, among other things, (a) acquiring additional securities
of the issuer, alone or together with any other person, which would result in them collectively beneficially owning or controlling,
or being deemed to beneficially own or control, more than 9.99% of the total outstanding common stock or other voting securities
of the issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, (c) a sale or transfer
of a material amount of assets, (d) changes in the present board of directors or management of the issuer, (e) material changes
in the capitalization or dividend policy of the issuer, (f) any other material change in the issuer’s business or corporate
structure, (g) actions which may impede the acquisition of control of the issuer by any person or entity, (h) causing a class of
securities of the issuer to be delisted, (i) causing a class of equity securities of the issuer to become eligible for termination
of registration; or (3) any actions similar to the foregoing.
Each of IGP and Messrs. Kirkland,
O’Neil, Kreger and Coulston disclaims beneficial ownership or control of any of the securities covered by this statement.
IGP and Messrs. Kirkland, O’Neil, Kreger and Coulston directly own no shares of the issuer. However, by reason of the provisions
of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, IGP or Messrs. Kirkland, O’Neil, Kreger and Coulston may
be deemed to beneficially own or control the shares owned by IV. Messrs. Kirkland, O’Neil and Kreger are each managing directors,
members and 30% beneficial owners of IGP. Mr. Coulston is a director, member and 10% beneficial owner of IGP. IGP is a stockholder
and beneficial owner of IV.
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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 five percent of the class of
securities check the following box:
¨
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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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See Exhibit 1.
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ITEM 8:
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Identification and Classification of Members of the Group.
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Not Applicable.
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ITEM 9:
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Notice of Dissolution of Group.
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Not Applicable.
By signing below, I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and 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 such
purpose or effect.
SIGNATURES
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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Dated: February 21, 2014
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IRONRIDGE GLOBAL IV, LTD.
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By:
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/s/ David Sims
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Name: David Sims
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Its: Director
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IRONRIDGE GLOBAL PARTNERS, LLC
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By:
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/s/ John Kirkland
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Name:
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John Kirkland
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Its: Managing Director
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/s/ John C. Kirkland
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John C. Kirkland
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/s/ Brendan T. O’Neil
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Brendan T. O’Neil
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/s/ Richard H. Kreger
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Richard H. Kreger
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/s/ Keith Coulston
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Keith Coulston
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EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Exhibit Stating Identity of Relevant Subsidiary per Item 7 of
Schedule 13G.
EXHIBIT 2
Joint Filing Agreement among Ironridge Global IV, Ltd., Ironridge
Global Partners, LLC, John C. Kirkland, Brendan T. O’Neil, Richard H. Kreger and Keith Coulston.
Exhibit 1
Ironridge Global IV, Ltd. is a subsidiary of Ironridge Global
Partners, LLC.
Exhibit 2
JOINT FILING AGREEMENT
This Joint Filing Agreement,
entered into and effective as of the date first set forth below, is made by and among Ironridge Global IV, Ltd., a British Virgin
Islands business company, Ironridge Global Partners, LLC, a Delaware limited liability company, John C. Kirkland, Brendan T. O’Neil,
Richard H. Kreger and Keith Coulston pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Each of the filers
hereby acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of each of the filers and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the filers without the necessity of
filing additional joint filing agreements. Each filer acknowledges that such filer shall be responsible for the timely filing of
such amendments and for the completeness and accuracy of the information concerning such filer contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning any of the other filers, except to the extent that
such filer knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement
may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
This Joint Filing Agreement may be terminated
by any of the filers upon written notice to the other filers.
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Dated: February 21, 2014
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IRONRIDGE GLOBAL IV, LTD.
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By:
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/s/ David Sims
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Name: David Sims
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Its: Director
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IRONRIDGE GLOBAL PARTNERS, LLC
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By:
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/s/ John Kirkland
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Name:
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John Kirkland
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Its: Managing Director
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/s/ John C. Kirkland
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John C. Kirkland
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/s/ Brendan T. O’Neil
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Brendan T. O’Neil
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/s/ Richard H. Kreger
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Richard H. Kreger
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/s/ Keith Coulston
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Keith Coulston
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Grafico Azioni Formcap (CE) (USOTC:FRMC)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Formcap (CE) (USOTC:FRMC)
Storico
Da Dic 2023 a Dic 2024
