FRMC Formcap Corporation (CE)

 

United states

Securities and exchange commission

WashinGton, d.c. 20549

 

Schedule 13g

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

FORMCAP CORP.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

34637U202

(CUSIP Number)

 

January 22, 2015

(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)

þ

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 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).

 

 

1.

NAME OF REPORTING PERSON

 

Ironridge Global IV, Ltd.

 

1.

NAME OF REPORTING PERSON

 

Ironridge Global Partners, LLC

 

1.

NAME OF REPORTING PERSON

 

Brendan T. O’Neil

 

1.

NAME OF REPORTING PERSON

 

Richard H. Kreger

 

1.

NAME OF REPORTING PERSON

 

John C. Kirkland

 

1.

NAME OF REPORTING PERSON

 

Keith R. Coulston

 

  

ITEM 4: Ownership.

 

On January 22, 2015, Ironridge Global Partners, LLC (“IGP”) sold all of its shares of Ironridge Global IV, Ltd. (“IV”) to Dragonox Investments, Ltd., a British Virgin Islands business company, whose registered office is Craigmuir Chambers, Road Town, Tortola, British Virgin Islands.

 

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 box: þ*

 

* As to IGP, John C. Kirkland, Brendan T. O’Neil, Richard H. Kreger and Keith R. Coulston only. IV continues to be the beneficial owner of more than five percent of the class of securities.

 

ITEM 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

IV is no longer a subsidiary of IGP. See Item 4.

 

ITEM 10: Certifications.

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 such purpose or effect.

 

 

SIGNATURES

 

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.

 

Dated:	February 13, 2015	IRONRIDGE GLOBAL IV, LTD.
		By:	/s/ David Sims
		Name:  David Sims
		Its:  Director
Dated:	February 13, 2015	IRONRIDGE GLOBAL PARTNERS, LLC
		By:	/s/ John Kirkland
		Name:  John Kirkland
Dated:	February 13, 2015	/s/  John C. Kirkland
		John C. Kirkland
Dated:	February 13, 2015	/s/  Brendan T. O’Neil
		Brendan T. O’Neil
Dated:	February 13, 2015	/s/  Richard H. Kreger
		Richard H. Kreger
Dated:	February 13, 2015	/s/  Keith R. Coulston
		Keith R. Coulston

 

 

EXHIBIT 1 TO SCHEDULE 13G/A

 

TERMINATION OF JOINT FILING AGREEMENT

 

The Joint Filing Agreement previously entered into by and among Ironridge Global IV, Ltd., Ironridge Global Partners, LLC, John C. Kirkland, Brendan T. O’Neil, Richard H. Kreger and Keith Coulston is terminated.

 

The date of termination was January 22, 2015, and all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.

 

Dated:	February 13, 2015	IRONRIDGE GLOBAL IV, LTD.
		By:	/s/ David Sims
		Name:  David Sims
		Its:  Director
Dated:	February 13, 2015	IRONRIDGE GLOBAL PARTNERS, LLC
		By:	/s/ John Kirkland
		Name:  John Kirkland
Dated:	February 13, 2015	/s/  John C. Kirkland
		John C. Kirkland
Dated:	February 13, 2015	/s/  Brendan T. O’Neil
		Brendan T. O’Neil
Dated:	February 13, 2015	/s/  Richard H. Kreger
		Richard H. Kreger
Dated:	February 13, 2015	/s/  Keith R. Coulston
		Keith R. Coulston