Radient Pharmaceuticals Corporation fka RXPC

[guardiangel]

Dcspka..There is no 18 million in debt..The debt from the 2011 lenders was agreed to by the lenders in the New York Supreme Court in May 2011 after we defaulted on the loans..We paid them 1.5 million in two months of 750,000 dollars payments per agreement... The lenders agreed to a debt for equity in exchange for that debt after our default..They also kept Radient from bankrupcy as well...

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8697129

Remember the dismissal by Ironridge..

On December 8, 2010, Ironridge Global IV, Ltd. (“Ironridge”) filed a complaint against us in the Superior Court of California, Los Angeles County. Ironridge claims that we breached a contract with them by allegedly discussing and then entering into transactions to settle certain of our outstanding liabilities with our creditors during a 30-day exclusivity period, during which Ironridge claims they had the exclusive right to do so. Ironridge is seeking damages in excess of $30.0 million. We believe that the Ironridge claims are totally without merit and intend to defend our position vigorously.

January 2011 Financing

On January 30, 2011 we entered into a securities purchase agreement with 5 accredited investors (the “2011 Noteholders”) for a private financing (the “January 2011 Financing”). We closed the financing contemplated by the securities purchase agreement on January 31, 2011 and received approximately $7,500,000 in gross proceeds pursuant to the sale of convertible notes pursuant to the securities purchase agreement. Net proceeds from the financing were approximately $6,820,000. In connection with the closing of the transactions, we issued Convertible Promissory Notes in the aggregate principal amount of $8,437,500 (the “Notes”), at a purchase price of $888.88 for each $1,000 of principal amount of Notes, which are initially convertible into an aggregate of 562,500 shares of our common stock (“Note Shares”) to the Investors, and the Investors also received: (i) Series A Warrants (“Series A Warrants”) to purchase an aggregate of 562,500 shares of our common stock (“Series A Warrant Shares”) at an initial exercise price of $16.75 per share and (ii) Series B Warrants (“Series B Warrants,” together with the Series A Warrant, the Warrants’) to purchase an aggregate of 281,250 shares of our common stock (the “Series B Warrant Shares,” together with the Series A Warrant Shares, the “Warrant Shares”) at an initial exercise price of $20.44 per share for their investment. Each of the Warrants has a term of five (5) years from the date the Warrants are initially exercisable. For further information about the Notes and the Warrants, we direct your attention to the Current Report on Form 8-K that we filed with the SEC on January 31, 2011.


On May 15, 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, pursuant to which we issued an aggregate of 5,727,376 shares of our common stock. 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.

This is the debt to equity agreement that was made in 2011...The lenders have converted 4.75 billion shares..Who bought those shares and is holding those shares..

A. Creeping Takeover Group
B. Handful of Longs
C. Penny Flippers
D. 2011 Lenders
E A,B and D

I choose E..The Lenders, creeping Takeover Group and a Handful of Longs..

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8697129




Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.



As disclosed in the Current Report on Form 8-K that we filed on February 23, 2012, our common stock was delisted from the OTCQX tier of the OTC Markets and moved to the OTCQB tier of the OTC Markets. We also disclosed our inability to pay our accounts payable and other obligations in the ordinary course of business. As further disclosed, each such event constitutes an event of default under certain of our outstanding notes, including the “2011 Noteholders” (as that term is defined in our Form 8-K dated November 29, 2011); it also constitutes a triggering event under the terms of our Series B and Series C preferred stock, which can result in redemption of such stock. As of the date of this filing, such 2011 notes have a total outstanding balance of approximately $4,977,000. Although at the time of filing the February 23, 2012 8-K none of the note holders declared a default, three note holders have since declared a default.



Between March 26, 2012 and March 28, 2012, we received an Event of Default Redemption Notice and a Notice of Redemption from three note holders. These three note holders hold notes in the aggregate amount of approximately $3,305,000, 246,358 shares of Series B Preferred Stock and 33,092 shares of Series C Preferred Stock. Pursuant to the Event of Default Redemption Notice, each note holder elected to redeem their respective note in full, thereby requiring immediate payment of the entire outstanding balance of their note. Failure to pay the balance by April 2, 2012, will activate the late charges of 24% per annum until the redemption price is paid in full. Pursuant to the Notice of Redemption, each note holder elected to redeem all of their respective shares of Series B Preferred Stock and Series C Preferred Stock at the current redemption price, which must be paid by April 2, 2012. Failure to pay by April 2, 2012 triggers interest payments at the rate of 2% per month for each unredeemed share until the redemption price is paid in full. Without any late charges, the total Event of Default Redemption Price for the notes, which shall be based upon a formula set forth therein, is expected to be at least $4,130,340 for the three note holders; the total Triggering Event Redemption Price for the shares of Series B Preferred Stock and Series C Preferred Stock, which will also be based upon a formula set forth in the relative certificate of designation of the rights and preferences of the preferred stock, is expected to be at least $3,493,125.



These same three note holders also asserted claims against the Company's officers and directors for breaches of fiduciary duties of care, loyalty, good faith and disclosure, self dealing and waste and spoliation of corporate assets. Pursuant thereto, the note holders asserted damages in amounts equal to at least $4.25 million or $2.25 million, respectively.



Due to the absence of any working capital, we are unable to pay the redemption prices at this time. The Company has appointed a committee of our remaining three independent directors to assess available options open to the Company to enable us to continue operations at this time.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.



As disclosed in the Current Report on Form 8-K that we filed on March 28, 2012, we received an Event of Default Redemption Notice and a Notice of Redemption from three of our note holders. Since then, we received additional notices from another one of our note holders who received their note in the same financing as the subject note holders included in the March 28 8-K; accordingly, only one note holder, holding a note in the aggregate amount of $1,575,910, from that financing has not submitted such notices. The latest note holder to submit notices holds a note in the aggregate amount of approximately $96,057 and owns 7,449 shares of Series B Preferred Stock and 957 shares of Series C Preferred Stock. Without any late charges, the total Event of Default Redemption Price for the note at issue, which shall be based upon a formula set forth therein, is expected to be at least $120,071; the total Triggering Event Redemption Price for the shares of Series B Preferred Stock and Series C Preferred Stock at issue, which will also be based upon a formula set forth in the relative certificate of designation of the rights and preferences of the preferred stock, is expected to be at least $105,075. This note and shares of preferred stock are subject to the same late fees as disclosed in the March 28 8-K.



This note holder also asserted the same claims against the Company's officers and directors for breaches of fiduciary duties of care, loyalty, good faith and disclosure, self dealing and waste and spoliation of corporate assets. Pursuant thereto, the note holder asserted damages in amounts equal to at least $2.25 million.



The committee of our remaining three independent directors disclosed in the March 28 8-K continues to assess available options open to the Company to enable us to continue operations at this time.





Item 8.01 Other Events



As previously disclosed in our recent filings, Radient Pharmaceuticals Corporation (the “Company”) has 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”) have declared defaults and demanded repayment of these obligations. Unfortunately, our attempts to raise additional funds to resolve our capital shortages and cure defaults in payment and performance of our obligations have been unsuccessful to date. Although we are seeking to resolve the default and/or establish a new plan to revitalize the Company, to date, the 2011 Noteholders have neither rescinded nor waived such defaults and we remain unable to pay the obligations owed to them and other creditors.



As a result of our working capital deficiencies, we have recently laid off a substantial portion of our work force and are currently operating on a minimal basis with only 2 employees and three former employee consultants. The current focus of our operations is to ensure that our existing Onko-Sure® customers and any future customers are able to place orders and receive kits on a timely basis. We have an Onko-Sure® production continuity arrangement in place with one vendor. At the current time, the Company believes that it does not require any additional staff to perform this limited manufacturing, quality control and selling process.



In addition to our inability to pay our existing obligations, we are also unable to pay our auditors and therefore cannot file our Annual Report on Form 10-K for the year ended December 31, 2011, which was due by April 16, 2012 until we pay them. We may also be unable to file our Quarterly Report on Form 10-Q for the quarter ended March 30, 2012, which is due by May 21, 2012, if our auditors are not paid before such date. Until the 10-K, and 10-Q, are filed with the SEC, shareholders will not be able to sell their shares in our Company pursuant to Rule 144 under the Securities Act of 1933, as amended.



The committee of our three independent directors continues to assess whether the Company has any other options to remain in business. Although our remaining sales team continues to work towards completing pending and future sales of our Onko-Sure ® test kit, if these sales are not completed and we do not otherwise raise additional funds in the immediate future, it is likely that we will be forced to cease all operations and might seek protection from our creditors under the United States bankruptcy laws.






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/838879/000114420412017770/v307553_8k.htm