- Statement of Ownership (SC 13G)
2011年2月1日 - 5:04AM
Edgar (US Regulatory)
<SEQUENCE>1
<FILENAME>AEN_sc13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Adeona Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00685T108
(CUSIP Number)
January 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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. 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).
Page 1 of 10 Pages
CUSIP No. 00685T108 13G Page 2 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Master Fund Ltd.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,060,872 shares of Common Stock
Warrants to purchase 714,286 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,060,872 shares of Common Stock
Warrants to purchase 714,286 shares of Common Stock (see Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,872 shares of Common Stock
Warrants to purchase 714,286 shares of Common Stock (see Item 4)*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.03% (see Item 4)*
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of shares of
Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities
reported in rows (6), (8) and (9).
|
CUSIP No. 00685T108 13G Page 3 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,060,872 shares of Common Stock
Warrants to purchase 714,286 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,060,872 shares of Common Stock
Warrants to purchase 714,286 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,872 shares of Common Stock
Warrants to purchase 714,286 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.03%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of shares of
Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities
reported in rows (6), (8) and (9).
|
CUSIP No. 00685T108 13G Page 4 of 10 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,060,872 shares of Common Stock
Warrants to purchase 714,286 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,060,872 shares of Common Stock
Warrants to purchase 714,286 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,060,872 shares of Common Stock
Warrants to purchase 714,286 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.03% (See Item 4)
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives
effect to such blocker. However, as more fully described in Item 4, the
securities reported in rows (6), (8) and (9) show the number of shares of
Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blocker, is less than the number of securities
reported in rows (6), (8) and (9).
|
CUSIP No. 00685T108 13G Page 5 of 10 Pages
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Item 1.
(a) Name of Issuer
Adeona Pharmaceuticals, Inc., a Nevada Corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
3930 Varsity Drive
Suite 106
Ann Arbor, Michigan 48108
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Master Fund Ltd., Hudson Bay Capital
Management, L.P. (the "Investment Manager") and Mr. Sander Gerber
("Mr. Gerber"), who are collectively referred to herein as
"Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of the Investment Manager
and Mr. Gerber is:
120 Broadway, 40th Floor
New York, NY 10271
The address of the principal business office of Hudson Bay Master Fund
Ltd. is:
Walkers SPV Limited, Walker House
PO Box 908GT, Mary Street
Georgetown, Grand Cayman
Cayman Islands
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e) CUSIP Number
00685T108
CUSIP No. 00685T108 13G Page 6 of 10 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11
of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
On the date of event which requires the filing of this Schedule 13G the
Reporting Persons may have been deemed to be the beneficial owners of more
than five percent of the Common Stock. According to the information
provided to the reporting Persons by the Company, as of the January 28,2011,
there were 23,440,601 shares of Common Stock outstanding. On January 28, 2011,
the Company and certain of the Hudson Bay Capital Funds entered into an
agreement ("the Agreement") to purchase the reported shares of Common Stock
(the "Reported Common Stock") and the reported warrants (the "Reported
Warrants" and, together with the Reported Common Stock, the
"Reported Securities"), the consummation of which is anticipated to occur no
later than February 2, 2011. Pursuant to the terms of the Reported Warrants
the Reporting Persons cannot exercise any of the Reported Warrants until such
time as the Reporting Persons would not beneficially own, after such exercise,
more than 4.99% of the outstanding shares of Common Stock (the "Blocker"). The
percentage set forth on Row (11) of the cover pages (i) is based on the
Company's outstanding shares of Common Stock assuming the issuance of the
Reported Securities to the Hudson Bay Capital Funds contemplated by the
Agreement and (ii) reflects the Reporting Person's beneficial ownership of the
Reported Securities subject to the Blocker.
CUSIP No. 46489V104 13G Page 7 of 10 Pages
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Item 5. Ownership of Five Percent or Less of a Class
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: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
CUSIP No. 00685T108 13G Page 8 of 10 Pages
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Item 10. Certification
By signing below each of the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above 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 that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of January 31, 2011 by and
among Hudson Bay Master Fund, Ltd., Hudson Bay Capital Management, L.P.,
and Sander Gerber.
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CUSIP No. 00685T108 13G Page 9 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: January 31, 2011
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ SANDER GERBER
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
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CUSIP No. 00685T108 13G Page 10 of 10 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the
Common Stock, par value $0.001 per share of Adeona Pharmaceuticals, Inc
is being filed, and all amendments thereto will be filed, on behalf of each of
the persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated as of January 31, 2011
HUDSON BAY MASTER FUND LTD HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: Hudson Bay Capital Management, L.P. By: /s/ Sander Gerber
Name: Sander Gerber
Investment Manager Title: Authorized Signatory
By: /s/ Sander Gerber Name: Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
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