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Re: None

Thursday, 09/22/2011 12:16:01 AM

Thursday, September 22, 2011 12:16:01 AM

Post# of 7280
You got problems here.

This Hedge Fund has been pullin these deals all over the pinks for the last few months. They understand their role and how shares turn to dollars. Create a debt and call us.

"The ###PRINCIPALS### of Ironridge Global have completed billions of dollars in private placements and public offerings of debt and equity securities over the last 20 years"

Maybe the p-r-i-n-c-i-p-a-l-s of Ironridge have been in business over the last 20 years but the company has been in business for only 7 MONTHS!

File Number: 4934784 Incorporation Date / Formation Date: 02/01/2011
(mm/dd/yyyy)
Entity Name: IRONRIDGE GLOBAL PARTNERS, LLC
Entity Kind: LIMITED LIABILITY COMPANY (LLC) Entity Type: GENERAL
Residency: DOMESTIC State: DE

Ironridge Global IV, Ltd. Related
David Sims, Vice President
Ironridge Global Biopharma, a division of Ironridge Global IV, Ltd., a British Virgin Islands business
Ironridge Global Energy, a division of Ironridge Global IV, Ltd.
Ironridge Global Partners, LLC, a Delaware limited liability company,
Keith Coulston, Vice President
Brendan T. O’Neil, Richard H. Kreger and John C. Kirkland

Business Address HARBOUR HOUSE, WATERFRONT DRIVE P.O. BOX 972 ROAD TOWN, TORTOLA D8 VG1110 284 949 4770

http://www.ironridgeglobal.com/?page_id=65

Ironridge Global Partners, LLC
425 California St, Suite 1010
San Francisco, CA 94104

Tel: 415-658-9550
Fax: 415-358-9110

Email: info@IronridgeGlobal.com

See following if interested in seeing the types of transactions they've done to date:


13G by Ironridge on 3.18.11
http://www.sec.gov/Archives/edgar/data/1262104/000114420411015677/v215206_sc13g.htm

Excerpt:
Pursuant to a Stock Purchase Agreement entered into between the issuer, Marshall Edwards, Inc., and Ironridge Global IV, Ltd. (“IIV”) dated March 17, 2011, IIV may be entitled and obligated to purchase an aggregate number of shares of common stock of the issuer equal to US$1,001,700.00, at a price per common share equal to par value plus 100% of the closing bid price of the common stock on the trading day immediately preceding the date the issuer provides notice to initiate the sale. Based on the $1.53 closing bid price on March 17, 2011, this would equal 654,706 shares of common stock. For purposes of calculating the number of shares beneficially owned, the reporting persons have assumed this price.

For purposes of calculating the percent of class, the reporting persons have assumed that there are a total of 7,346,324 shares of common stock outstanding, as reported in the issuer’s most recent quarterly report on Form 10-Q, immediately prior to the issuance of shares to IIV, such that the shares issued to IIV would represent approximately 8.8% of the outstanding common stock after such issuance.


10Q by Marshall Edwards Inc. MSHL
http://www.marshalledwardsinc.com/
MSHL discusses transaction
http://www.sec.gov/Archives/edgar/data/1262104/000119312511141752/d10q.htm

Excerpt:
On March 17, 2011, the Company entered into a Stock Purchase Agreement (the “Ironridge Stock Purchase Agreement”) with Ironridge Global Biopharma, a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Ironridge”). During March 2011, pursuant to the Ironridge Stock Purchase Agreement, the Company issued to Ironridge (i) 644,347 shares of common stock for $1,001,700, and (ii) 742 shares of the Company’s newly designated Series B preferred stock, $0.01 par value, at a purchase price of $1,000 per share. The Series B preferred shares accrue dividends in the amount of 10% per annum. Ironridge paid for the common shares by issuing and delivering to the Company secured, full-recourse promissory notes totaling $1,001,700, bearing interest at a rate of 2% per annum, in accordance with the Ironridge Stock Purchase Agreement. Additionally, Ironridge paid $742,000 in cash for 742 Series B Preferred Shares. On March 31, 2011, the Company redeemed and cancelled all of the outstanding Series B Preferred Shares that had been issued to Ironridge, and cancelled the promissory notes as payment to Ironridge for redemption of the Series B Preferred Shares. The Company’s cash proceeds from the transactions with Ironridge were $687,000, after deducting offering-related expenses.


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13G by Ironridge filed 3.31.11
http://www.sec.gov/Archives/edgar/data/1094038/000114420411018488/v216848_sc13g.htm

Excerpt:
Pursuant to a Securities Exchange Agreement (“Agreement”) entered into between the issuer, TapImmune, Inc., and Ironridge Global IV, Ltd. (“IIV”), IIV exchanged a $233,333.32 promissory note issued by the issuer for that number of shares of common stock of the issuer equal to the amount due under the note divided by 67% of the closing bid price of the common stock on the Over-The Counter Bulletin Board on March 25, 2011, adjusted such that the aggregate number of shares issuable to IV is equal to the amount due under the note divided by 67% of the volume-weighted average price of the common stock over the 20 trading days after the shares are delivered to IV, but under no circumstances more than 9.99% of the total number of shares of common stock outstanding.

For purposes of calculating the percent of class, the reporting persons have assumed that there are a total of 40,256,026 shares of common stock outstanding, as reported in the issuer’s most recent quarterly report on Form 10-Q, immediately prior to the issuance of shares to IIV, such that the shares issued to IIV would represent approximately 5% of the outstanding common stock after such issuance.

TAPIMMUNE, INC. TPIV http://www.tapimmune.com/ doesn’t show anything about this in their sec filings.


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13G by Ironridge filed 4.8.11
http://www.sec.gov/Archives/edgar/data/1063537/000114420411020828/v217909_sc13g.htm

Excerpt:
For purposes of calculating the percent of class, the reporting persons have assumed that there are a total of 195,509,109 shares of common stock outstanding, as reported in the issuer’s most recent annual report on Form 10-K, immediately prior to the issuance of shares to IV, such that the 2,576,775 shares issued to IV would represent approximately 5% of the outstanding common stock after such issuance.


13G amended by Ironridge filed 4.26.11
As reported in the Schedule 13G filed by the reporting persons with the Securities and Exchange Commission on April 7, 2011, IV was issued 2,576,775 shares of common stock of the issuer. This represents approximately 1.3% of the total issued and outstanding shares, based upon the 195,717,735 common shares issued and outstanding as of March 31, 2011, as stated in the preliminary proxy statement on Schedule 14A filed by the issuer with the SEC on April 21, 2011.

This amendment is filed solely to reflect that the inadvertent statement under Item 4 in the original filing that the shares issued to IV represent approximately 5% of the outstanding common stock after such issuance, is erroneous and should have stated 1.3%. The number of shares and percent of class represented, as stated in Items 5 through 11 of the cover page of the original filing were correct.


NUTRACEA NTRZ http://www.nutracea.com/ doesn’t show anything about this in their sec filings.


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13G by Ironridge filed 4.12.11
http://www.sec.gov/Archives/edgar/data/838879/000114420411021415/v218242_sc13g.htm

Excerpt:
Pursuant to Securities Exchange Agreements entered into with the issuer, IV exchanged promissory notes issued by the issuer for shares of common stock equal to the respective amounts due for prepayment of the notes divided by the higher of a floor price and a percentage of the volume-weighted average price of the common stock on the NYSE AMEX for the five trading days prior to the effective dates of the agreements, but under no circumstances more than 9.99% of the total number of shares of common stock outstanding. For purposes of calculating the percent of class, the reporting persons have assumed that there are a total of 105,989,931 shares of common stock outstanding, as reported in the issuer’s Form S-3 registration statement filed with the Securities and Exchange Commission on March 4, 2011, prior to the issuance of shares to IV, such that the shares issued to IV would represent approximately 3.8% of the outstanding common stock after such issuance.

RADIENT PHARMACEUTICALS CORPORATION RES
http://www.radient-pharma.com/
doesn’t show anything about this in their sec filings.

*********************************************

13G by Ironridge filed 6.15.11
http://www.sec.gov/Archives/edgar/data/1423579/000114420411035958/v226055_sc13g.htm

Excerpt:
For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of 220,000,000 shares of common stock outstanding, immediately prior to the issuance of shares to IV, such that the 24,440,000 shares issued to IV would represent approximately 9.99% of the outstanding common stock after such issuance. IV may be required to return shares or be issued additional shares, based on a value of $1.1 million divided by 100% of the volume weighted average price over the period of time in which approximately three times such amount trades; but at no time may IV beneficially own more than 9.99% of the total number of shares of common stock outstanding.

True 2 Beauty Inc. TRTB http://www.true2beautyinc.com/
doesn’t show anything about this in their sec filings. Nothing filed since this date.

*********************************************

13G by Ironridge filed 7.28.11
http://www.sec.gov/Archives/edgar/data/1347022/000114420411042500/v230036_sc13g.htm

Excerpt:
For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of by Ironridge Global IV, Ltd. (“IV”) with respect to shares of common stock of the issuer beneficially owned by IV, shares of common stock outstanding, immediately prior to the issuance of shares to III and IV, such that the 4,000,000 shares issued to IV would represent approximately 9.99% of the outstanding common stock after such issuance. III is entitled to purchase additional shares under a Common Stock Purchase Agreement and IV is entitled to purchase shares of Series D Preferred Stock under a Preferred Stock Purchase Agreement with the issuer dated July 27, 2011. The agreements contain contractual restrictions prohibiting III and IV from obtaining any shares of common that would cause them to be deemed to beneficially own more than 9.99% of the issuers total outstanding shares at any one time.


10Q by POSITIVEID Corp PSID
http://www.positiveidcorp.com/

http://www.sec.gov/Archives/edgar/data/1347022/000139843211000676/positiveid_10q-063011.htm

Excerpt:
ProForma Balance Sheet

The accompanying condensed consolidated pro forma balance sheet as of June 30, 2011 reflects the effect of the Ironridge financing discussed in Note 4 as if such transaction had occurred on June 30, 2011. Specifically, on July 28, 2011, the Company issued 2,148,000 shares of common stock to Ironridge at a price of $0.37 per share, pursuant to which the Company received $250,000 of cash and a secured promissory for the balance of the purchase price, or approximately $538,000. In addition, on August 15, 2011, the Company issued 500 shares of Series F Preferred Stock for a purchase price of $500,000. Costs related to the financing, which totaled approximately $160,000, have been netted against the proceeds and presented as an offset to additional paid-in capital in the pro forma balance sheet. See Note 4 for a further discussion of the terms of the Ironridge financing and the Series F Preferred Stock.

Excerpt:
Financial Condition

As of June 30, 2011, the Company had working capital of approximately $297,000 and an accumulated deficit of approximately $75.4 million. The Company has incurred operating losses prior to and since the merger that created PositiveID. The current operating losses are the result, in part, of the Company’s funding of its development projects and products. The Company expects its operating losses to continue through 2012.

Until the Company is able to achieve operating profits, it will continue to seek to access the capital markets to fund the development of its HealthID products, including the operations of MicroFluidic. Since December 31, 2010, the Company has raised approximately $3.3 million under its Socius and Optimus financing facilities (see Note 4). Additionally, in July 2011, the Company executed an equity financing with Ironridge that, subject to certain conditions, provides the Company with funding in a minimum cash amount of $5.8 million, and the potential for an additional $8.0 million of funding (see Note 4). An aggregate of $9.8 million of the financing is, among other things, subject to the filing and effectiveness of a registration statement.

The Company believes that its current working capital and its expected access to capital under the Ironridge financing agreement will provide sufficient funds to meet its working capital requirements through at least June 30, 2012. In addition and if necessary, the Company could reduce and/or delay certain discretionary research, development and related activities and costs. There can be no assurances that the Company will be successful in negotiating additional sources of equity or credit for its long-term capital needs. The Company’s inability to have continuous access to such financing at reasonable costs could materially and adversely impact its financial condition, results of operations and cash flows.


*********************************************


13G by Ironridge filed 8.15.11
http://www.sec.gov/Archives/edgar/data/1327195/000114420411046441/v232114_sc13g.htm

Excerpt:
Pursuant to an Order Approving Stipulation for Settlement of Claims between Ironridge Global IV, Ltd. (“IV”) and the issuer on August 10, 2011, in settlement of $1,120,819.80 accounts payable of the issuer owned by Ironridge Global Energy, a division of IV, IV is entitled to 500,000 shares of the issuer’s common stock plus that number of shares equal to the claim amount and reasonable attorney fees divided 75% of the volume weighted average price as reported by Bloomberg over a period of time beginning on August 15, 2011 and ending on the date on which the aggregate trading volume of the issuer’s common stock is equal to $3,362,459.40. Based on the issuer’s $0.30 closing share price on August 10, 2011, that would equate to 4,236,066 shares. At no time may the reporting persons collectively own more than 9.99% of the total number of shares of common stock outstanding.

For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of 166,843,602 shares of common stock outstanding immediately prior to the issuance of shares to IV, as reported in the definitive proxy statement filed by the issuer with the Securities and Exchange Commission on May 19, 2011, such that 4,236,066 shares issued to IV would represent approximately 2.5% of the outstanding common stock after such issuance.

High Plains Gas, Inc. HPGS http://www.highplainsgas.com/
8k filed 8.15.11
http://www.sec.gov/Archives/edgar/data/1327195/000136086511000121/hpgs8kironridge.htm

Excerpt:
Item 3.02 Unregistered Sales of Equity Securities

Sale of Shares to Ironridge Global Energy

On August 10, 2011, High Plains Gas, Inc. (the “Company”) agreed to issue approximately 4,236,066 shares of Common Stock, subject to adjustment (the “Ironridge Shares”) to Ironridge Global Energy, a division of Ironridge Global IV, Ltd. (“Ironridge”), in settlement of $1,120,819.80 in accounts payable of the Company (the “Claim Amount”), plus attorney fees and costs. The issuance is exempt from the registration requirements of the Securities Act as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions.

The Ironridge Shares were issued pursuant to an Order Approving Stipulation for Settlement of Claims (the “Order”) between the Company and Ironridge entered by the Superior Court for the State of California, County of Los Angeles (Case No. BC466999) on August 10, 2011, in settlement of accounts payable of the Company purchased by Ironridge from creditors of the Company in the aggregate amount equal to the Claim Amount, plus fees and costs. Pursuant to the agreed Order, Ironridge is entitled to 500,000 shares, plus that number of shares of Common Stock that is equal to the Claim Amount and reasonable attorney fees divided by seventy-five percent (75%) of the volume weighted average price as reported by Bloomberg over a period of time beginning on the date on which Ironridge receives the Ironridge Shares and ending on the date on which the aggregate trading volume of the Company’s common stock is equal to $3,362,459.40. Based on the Company’s $0.30 closing share price on August 10, 2011, that would equate to 4,236,066 shares. At no time may Ironridge and its affiliates collectively own more than 9.99% of the total number of shares of Common Stock outstanding.

The Company issued a related press release attached hereto as Exhibit 99.1.
10Q filed 8.22.11
http://www.sec.gov/Archives/edgar/data/1327195/000136086511000143/hpgs10q2q2011.htm

Excerpt:
On August 1, 2011, the Company entered into a non-binding term sheet with Ironridge Global Energy, a division of Ironridge Global IV, Ltd. (“Ironridge”) for proposed future funding of up to $13.5 million. Should proposed funding commence, the event will be expected to take place over the next several Quarters. The Company agreed to issue approximately 4,236,000 common shares in settlement of approximately $1,121,000 in accounts payable of the Company. At no time may Ironridge and its affiliates collectively own more than 9.99% of the total number of outstanding common shares of the Company.

Excerpt:
On August 1, 2011, the Company entered into a non-binding term sheet with Ironridge Global for proposed future funding of up to $13.5 million. Should proposed funding commence, the event will be expected to take place over the next several Quarters. The Company agreed to issue approximately 4,236,000 common shares in settlement of approximately $1,121,000 in accounts payable of the Company. At no time may Ironridge and its affiliates collectively own more than 9.99% of the total number of outstanding common shares of the Company.
.
*********************************************


13G by Ironridge filed 8.29.11
http://www.sec.gov/Archives/edgar/data/948703/000114420411050334/v233676_sc13g.htm

Excerpt:
Pursuant to an Order Approving Stipulation for Settlement of Claims between Ironridge Global IV, Ltd. (“IV”) and the issuer on August 26, 2011, in settlement of $257,576.75 accounts payable of the issuer owned by IV, IV is entitled to that number of shares of the issuer’s common stock equal to the claim amount and reasonable attorney fees divided 65% of the volume weighted average price as reported by Bloomberg over a period of time beginning on the date shares are received into IV’s account and ending on the earlier of 90 days thereafter or the date on which the aggregate trading volume of the issuer’s common stock is equal to $832,730.25. Based on the issuer’s $0.67 closing share price on August 26, 2011, that would equate to approximately 614,413 shares. At no time may the reporting persons collectively own more than 9.99% of the total number of shares of common stock outstanding.

For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of 17,762,343 shares of common stock outstanding immediately prior to the issuance of shares to IV, such that 614,413 shares issued to IV would represent approximately 3.5% of the outstanding common stock after such issuance.


EGAMES INC EGAM http://www.egames.com/
Nothing filed since 13G

*********************************************

13G by Ironridge filed 8.29.11
http://www.sec.gov/Archives/edgar/data/1289496/000114420411050352/v233675_sc13g.htm

Excerpt:
Pursuant to an Order Approving Stipulation for Settlement of Claims between Ironridge Global IV, Ltd. (“IV”) and the issuer on August 17, 2011, in settlement of $260,695.20 accounts payable of the issuer owned by IV, IV is entitled to 100,000 shares of the issuer’s common stock plus that number of shares equal to the claim amount and reasonable attorney fees divided 70% of the volume weighted average price as reported by Bloomberg over a period of time beginning on the date shares are received into IV’s account and ending on the date on which the aggregate trading volume of the issuer’s common stock is equal to $1,042,708.80. Based on the issuer’s $0.08 closing share price on August 26, 2011, that would equate to approximately 4,933,843 shares. At no time may the reporting persons collectively own more than 9.99% of the total number of shares of common stock outstanding.

For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of 81,762,984 shares of common stock outstanding immediately prior to the issuance of shares to IV, such that 4,933,843 shares issued to IV would represent approximately 5.7% of the outstanding common stock after such issuance.

Excerpt;
This Joint Filing Agreement, entered into and effective as of August 29, 2011, is made by and among Ironridge Global IV, Ltd., a British Virgin Islands business company, Ironridge Global Partners, LLC, a Delaware limited liability company, Brendan T. O’Neil, Richard H. Kreger and John C. Kirkland (each, a “Filer” and, collectively, the “Filers”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.


Cord Blood America, Inc. CBAI http://www.cordblood-america.com/
No filings since the 13G

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