Radient Pharmaceuticals Corporation fka RXPC

[guardiangel]

Mr. Dcspka...I like this quote from the Creeping Takeover concept..

"Sometimes, a purchaser or group of purchasers will gradually buy up enough stock to gain a controlling interest (known as a creeping tender offer), without making a public tender offer. This bypasses the Williams Act, but is risky because the target company could discover the takeover and take steps to prevent it."

The lenders and Creeping takeover groups control 85 to 90 percent of the 5 Billion authorized shares from their conversions since May 2012...

Item 1.01 Entry Into a Material Definitive Agreement

Item 8.01 Other Events



As previously disclosed in our recent filings, we have been experiencing severe working capital shortages. In addition, substantially all of the holders of approximately $14.0 million of our notes and redeemable preferred shares (the “2011 Noteholders”) had previously declared defaults and demanded repayment of these obligations, which we were unable to pay.



On May 17, 2012, we completed an Agreement with the 2011 Noteholders, severally and not jointly, for the exercise of an aggregate of $150,000 worth of our Series A Common Stock Purchase Warrants at an exercise price of $0.02619 per share. The proceeds received from such Warrant exercise, shall be used solely and exclusively to enable us to keep our Registration Statement on Form S-1 filed under the Securities Act of 1933, as amended, which the Securities and Exchange Commission declared effective on February 14, 2012, current and maintain compliance with our reporting requirements under the Securities Exchange Act of 1934, as amended.



As a condition to the exercise of the Warrants, we agreed that following the date of the Agreement and through and including 5:00 p.m. (EDT) on August 31, 2012, we will not file in any U.S. Bankruptcy Court a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code or seek to liquidate under Chapter 7 of such Code. Additionally, each of the 2011 Noteholders, severally and not jointly, agreed to forebear from exercising any of their rights and remedies, whether at law or in equity, against us and our current and former directors and officers for a period that shall not exceed the earlier to occur of (i) August 31, 2012, or (ii) a breach by us of any of our other covenants and agreements contained in the prior agreements with the 2011 Noteholders or in the current Agreement, including, without limitation, our commitment to file with the SEC our 2011 Form 10-K by June 30, 2012 and our March 31, 2012 Form 10-Q by July 15, 2012. The 2011 Noteholders further agreed that in the absence of a further breach of the terms of the Agreement or any of the other agreements between us and the 2011 Noteholders, that each of the previously issued default notices shall be deemed to be withdrawn ab initio upon execution of the Agreement.



Additionally, as part of the Agreement and in order to provide for payment of past due legal fees, we agreed to issue to our legal counsel, Hunter Taubman Weiss LLP, a $300,000 unsecured convertible 4% Company note payable on April 30, 2015, which shall (i) accrue interest at the annual rate of 4% per annum, (ii) be convertible into our Common Stock at a fixed conversion price of $0.01 per share, (iii) be subject to prepayment at the option of the Company, (iv) contain full ratchet and other customary anti-dilution protection, and (v) not be subject to any mandatory installment or other mandatory prepayment provisions prior to the April 30, 2015 maturity date.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No. Description

10.1 Agreement with 2011 Noteholders dated May 17, 2012

http://www.sec.gov/Archives/edgar/data/838879/000114420412030793/v313941_8k.htm


Then the lenders filed their SC 13 G the same day..
Now 9,99 percent of 5 billion shares.. 500 Million...

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -

6,496,317 shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x

The aggregate amount in Row 9 represents the maximum amount of shares that Whalehaven Capital Fund Limited can beneficially control under a contractually stipulated 9.99% ownership restriction.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99%

http://www.sec.gov/Archives/edgar/data/838879/000121390012002920/sc13g052112whale_radient.htm

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -

6,496,317 shares of Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES x

The aggregate amount in Row 9 represents the maximum amount of shares that Alpha Capital Anstalt can beneficially control under a contractually stipulated 9.99% ownership restriction.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99%

http://www.sec.gov/Archives/edgar/data/838879/000121390012002926/sc13g052112alpha_radient.htm