OncoVista Innovative Therapies, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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14785 Omicron Drive, Suite 104
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Item 2.
(a) Name of Person Filing:
This Schedule 13G is being filed with respect to shares of Common Stock of the Issuer which are beneficially owned by Richard Smithline (“Mr. Smithline”), Centrecourt Asset Management LLC (“Centrecourt”), CAMOFI Master LDC (“CAMOFI”), and CAMHZN Master LDC (“CAMHZN”), (collectively, the “Reporting Persons”).
The Reporting Persons are making a joint filing because they may be deemed a group pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. The Reporting Persons do not affirm the existence of such a group.
(b) Address of Principal Business Office or, if none, Residence:
The principal business address of each of Mr. Smithline and Centrecourt is:
11 East 44
th
Street, Suite 1600
New York, NY 10017
The principal business address of each of CAMOFI and CAMHZN is:
90 Fort Street, 5
th
Floor
Box 32021 SMB
Grand Cayman, Cayman Islands
(c) Citizenship:
Mr. Smithline is a United States citizen.
Centrecourt is organized and existing in Delaware.
CAMOFI and CAMHZN are organized and existing in the Cayman Islands.
(d) Title of Class of Securities:
Common Stock, $0.001 par value per share.
(e) CUSIP Number:
68232J105
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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Investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company, in accordance with Sec. 240.13d-1(b)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Sec. 240.13d-1(c), check this box
x
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(a) Amount Beneficially Owned:
Mr. Smithline: 396,451* shares of Common Stock comprised of (i) 333,019 shares of Common Stock held by CAMOFI, and (ii) 63,432 shares of Common Stock held by CAMHZN. Mr. Smithline is a director of CAMOFI and CAMHZN.
Centrecourt: 396,451* shares of Common Stock comprised of (i) 333,019 shares of Common Stock held by CAMOFI, and (ii) 63,432 shares of Common Stock held by CAMHZN. Centrecourt is the investment manager of CAMOFI and CAMHZN.
CAMOFI: 333,019* shares of Common Stock.
CAMHZN: 63,432* shares of Common Stock.
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(b)
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Percent of Class.
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Mr. Smithline:
Centrecourt:
CAMOFI:
CAMHZN:
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1.83%*
1.83%*
1.54%*
0.29%*
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*In addition to the shares of Common Stock held as set forth above (a) CAMOFI holds warrants exercisable for 240,000 shares of Common Stock, and (b) CAMHZN holds warrants exercisable for 45,714 shares of Common Stock. However, each of such securities contains a provision which would prohibit the holder thereof from exercising any of such securities to the extent that upon such exercise such holder, together with its affiliates, would beneficially hold more than 4.99% of the total number of shares of Common Stock then issued and outstanding (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended), unless such holder shall have provided the issuer with 61 days’ notice of the holder’s waiver of such provisions. Accordingly, based on the number of shares of Common Stock held by the Reporting Persons as of the date hereof, none of such warrants is presently exercisable. The Reporting Persons disclaim beneficial ownership of all such securities, and Mr. Smithline and Centrecourt disclaim beneficial ownership of all securities covered by this statement.
The percentages used herein are based upon the securities held by the Reporting Persons as of June 16, 2014, and the number of shares of Common Stock issued and outstanding as of May 7, 2014, as reported in the Issuer’s Form 10-Q for the quarterly period ended March 31, 2014 filed with the Securities and Exchange Commission on May 9, 2014.
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(c)
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Number of shares as to which each such person has:
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(i)
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sole power to vote or to direct the vote:
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Mr. Smithline:
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Centrecourt
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CAMOFI:
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CAMHZN:
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(ii)
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shared power to vote or to direct the vote:
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Mr. Smithline:
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0
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Centrecourt:
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0
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CAMOFI:
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0
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CAMHZN:
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0
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(iii)
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sole power to dispose or to direct the disposition of:
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Mr. Smithline:
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Centrecourt:
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CAMOFI:
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CAMHZN:
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(iv)
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shared power to dispose or to direct the disposition of:
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Mr. Smithline:
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0
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Centrecourt:
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0
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CAMOFI:
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0
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CAMHZN:
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0
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Certain of the shares of Common Stock and warrants referenced above are subject to an anti-dilution agreement among the Issuer and the Reporting Persons, entitling the Reporting Persons to additional shares of Common Stock and warrants in the event the Issuer issues shares of Common Stock or Common Stock equivalents at prices below those paid or payable by the Reporting Persons for their shares or warrants. The Reporting Persons believe that the Issuer has triggered such anti-dilution provisions through multiple dilutive issuances, and made demand of the Issuer for a detailed accounting of its securities issuances as well as for additional shares of Common Stock and warrants as a result of such options issuances. The Issuer refused such demand. The Reporting Persons then commenced a lawsuit against the Issuer in which they demanded an aggregate of an additional 1,980,712,767 shares of Common Stock, and an additional 702,857,500 warrants, securities to which they believe they are entitled based on the anti-dilution formula set forth in the agreement among the Issuer and the Reporting Persons. The litigation is currently pending. Accordingly, the Reporting Persons disclaim beneficial ownership of any such additional shares and/or warrants as of the date hereof.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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See Item 4(a) above, which is incorporated by reference herein.
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Item 8.
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Identification and Classification of Members of the Group.
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The Reporting Persons may be deemed to constitute a group with one another pursuant to Section 13 of the Securities Exchange Act of 1934. The Reporting Persons do not affirm the existence of such a group.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to the best of my 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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/s/ Richard Smithline
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Richard Smithline
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Centrecourt Asset Management LLC
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By:
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/s/ Richard Smithline
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Name:
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Richard Smithline
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Title:
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Managing Member
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CAMOFI Master LDC
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By:
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/s/ Richard Smithline
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Name:
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Richard Smithline
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Title:
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Director
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CAMHZN Master LDC
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By:
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/s/ Richard Smithline
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Name:
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Richard Smithline
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Title:
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Director
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (
see
18 U.S.C. 1001).
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree jointly to prepare and file with regulatory authorities an Amendment No. 8 to Schedule 13G and any amendments thereto reporting each of the undersigned's ownership of securities of OncoVista Innovative Therapies, Inc. and hereby affirm that such Amendment No. 8 to Schedule 13G is being filed on behalf of each of the undersigned.
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/s/ Richard Smithline
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Richard Smithline
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Centrecourt Asset Management LLC
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By:
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/s/ Richard Smithline
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Name:
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Richard Smithline
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Title:
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Managing Member
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CAMOFI Master LDC
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By:
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/s/ Richard Smithline
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Name:
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Richard Smithline
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Title:
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Director
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CAMHZN Master LDC
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By:
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/s/ Richard Smithline
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Name:
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Richard Smithline
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Title:
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Director
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