UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
a. o Rule 13d-1(b)
b. þ Rule 13d-1(c)
c. o Rule 13d-1(d)
* 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).
CUSIP No. |
92911N104 |
Page | 2 |
of | 8 |
1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Iroquois Capital Management L.L.C. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 917,022 (see Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
917,022 (see Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
917,022 (see Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
16.1% (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
92911N104 |
Page | 3 |
of | 8 |
1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Joshua Silverman |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 917,022 (see Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
917,022 (see Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
917,022 (see Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
16.1 % (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN; HC |
CUSIP No. |
92911N104 |
Page | 4 |
of | 8 |
1 | NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Richard Abbe |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 4,791 (see Item 4) | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 917,022 (see Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 4,791 (see Item 4) | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
917,022 (see Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
921,813 (see Item 4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
16.2 % (see Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN; HC |
Vringo, Inc. (the Issuer) |
18 East 16th Street, 7th Floor New York, New York 10003 |
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). | |||
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. | |||
The principal business office of all of the Reporting Persons is 641 Lexington Avenue, 26th Floor, New York, New York 10022. |
(d) | Title of Class of Securities |
Common stock, par value $0.01 per share, of the Issuer (the Common Stock). |
92911N104 |
Not applicable. |
(a) | and (b): |
(i) Each of Iroquois and Mr. Silverman may be deemed to have beneficial ownership of 917,022 shares of Common Stock, and all such shares of Common Stock represent beneficial ownership of approximately 16.1% of the Common Stock, based on 5,693,115 shares of Common Stock issued and outstanding on April 28, 2011 as disclosed in the Schedule 14A filed by the Issuer on May 25, 2011. The foregoing excludes 291,303 shares of Common Stock in the aggregate issuable upon exercise of warrants issued to Iroquois Master Fund Ltd. (each, a Master Fund Warrant) because each Master Fund Warrant contains a blocker provision under which the holder thereof does not have the right to exercise such Master Fund 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 4.99% of the Common Stock. Without such blocker provisions, each of Iroquois and Mr. Silverman may be deemed to have beneficial ownership of 1,208,325 shares of Common Stock. | |||
(ii) Mr. Abbe may be deemed to have beneficial ownership of 921,813 shares of Common Stock, and all such shares of Common Stock represent beneficial ownership of approximately 16.2% of the Common Stock, based on 5,693,115 shares of Common Stock issued and outstanding on April 28, 2011 as disclosed in the Schedule 14A filed by the Issuer on May 25, 201. The foregoing |
excludes 291,303 shares of Common Stock in the aggregate issuable upon exercise of the Master Fund Warrants because each Master Fund Warrant contains a blocker provision under which the holder thereof does not have the right to exercise such Master Fund 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 4.99% of the Common Stock. Without such blocker provisions, Mr. Abbe may be deemed to have beneficial ownership of 1,213,116 shares of Common Stock. |
(i) | Sole power to vote or to direct the vote: 0. | ||
(ii) | Shared power to vote or to direct the vote 917,022. | ||
(iii) | Sole power to dispose or to direct the disposition of 0. | ||
(iv) | Shared power to dispose or to direct the disposition of 917,022. |
(ii) | Number of shares as to which Mr. Abbe has: |
(i) | Sole power to vote or to direct the vote: 4,791. |
(ii) | Shared power to vote or to direct the vote 917,022. | ||
(iii) | Sole power to dispose or to direct the disposition of 4,791. | ||
(iv) | Shared power to dispose or to direct the disposition of 917,022. |
Not applicable. |
Not applicable. |
Not applicable. |
Not applicable. |
Not applicable. |
IROQUOIS CAPITAL MANAGEMENT L.L.C. |
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By: | /s/ Joshua Silverman | |||
Joshua Silverman, Authorized Signatory | ||||
/s/ Joshua Silverman | ||||
Joshua Silverman | ||||
/s/ Richard Abbe | ||||
Richard Abbe |
IROQUOIS CAPITAL MANAGEMENT L.L.C. |
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By: | /s/ Joshua Silverman | |||
Joshua Silverman, Authorized Signatory | ||||
/s/ Joshua Silverman | ||||
Joshua Silverman | ||||
/s/ Richard Abbe | ||||
Richard Abbe |