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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant | $ 0.001 | 07/07/2008 | J(1) | 8,000,000 | 08/22/2008 | 02/29/2012 | Common Stock | 8,000,000 | (1) | 0 | D (3) (4) | ||||
| Convertible Term Note | $ 0.3 | 07/07/2008 | J(2) | 4,000,000 | 07/07/2008 | 02/28/2011 | Common Stock | 13,333,333 | (2) | 13,858,333 | D (3) (4) | ||||
| Warrant | $ 0.35 | 07/07/2008 | J(2) | 525,000 | 07/07/2008 | 06/30/2013 | Common Stock | 525,000 | (2) | 13,858,333 | D (3) (4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ComVest Capital, LLC ONE NORTH CLEMATIS STREET SUITE 300 WEST PALM BEACH, FL 33401 |
X | |||
| COMVEST CAPITAL MANAGEMENT LLC ONE NORTH CLEMATIS STREET SUITE 300 WEST PALM BEACH, FL 33401 |
X | |||
| ComVest Group Holdings, LLC ONE NORTH CLEMANTIS STREET SUITE 300 WEST PALM BEACH, FL 33401 |
X | |||
| FALK MICHAEL 830 THIRD AVENUE 4TH FLOOR NEW YORK, NY 10017 |
X | |||
| ComVest Capital LLC, By: ComVest Capital Management LLC, By: /s/ Cecilio M. Rodriduez | 07/09/2008 | |
| **Signature of Reporting Person | Date | |
| ComVest Capital Management LLC, By: /s/ Cecilio M. Rodriduez | 07/09/2008 | |
| **Signature of Reporting Person | Date | |
| ComVest Group Holdings LLC, By: /s/ Cecilio M. Rodriduez | 07/09/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael S. Falk | 07/09/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On July 7, 2008, the Reporting Person sold to Crdentia Corp. (the "Issuer") and the Issuer redeemed from the Reporting Person a warrant to purchase 8,000,000 shares of Common Stock for an aggregate price of $2,400,000. |
| (2) | On July 7, 2008, the Issuer and the Reporting Person entered into that certain Amended and Restated Revolving Credit and Term Loan Agreement, pursuant to which the Reporting Person loaned the Issuer an additional $1,500,000 (which was added to a previously non-convertible $2,500,000 term note) and received an Amended and Restated Term Note (the "Note") originally convertible into 13,333,333 shares of Common Stock of the Issuer and a warrant to purchase 525,000 shares of Common Stock. The Note bears interest at a rate of 12.5% per annum which is capitalized monthly, commencing on July 1, 2008, which interest is then added to the outstanding principal amount of the Note. At the option of the holder, the principle and accrued interest of the Note may be converted into shares of Common Stock at the conversion price. |
| (3) | The Reporting Person is a Delaware limited liability company. The managing member of the Reporting Person is ComVest Capital Management LLC ("Management"). ComVest Group Holdings, LLC ("CGH") is the managing member of Management and Michael Falk ("Falk") is the Chairman and principal member of CGH. Management, CGH and Falk, all of whom maintain offices at the same address as the Reporting Person, are filing this Form 4 jointly with the Reporting Person. As of the date hereof, the Reporting Person directly beneficially owns 13,858,333 derivative securities of the issuer. Management, as managing member of the Reporting Person, indirectly beneficially owns such securities. CGH, as the managing member of Management, indirectly beneficially owns such securities. (continued on footnote 4) |
| (4) | Falk, by virtue of his status as Chairman and principal member of CGH, may be deemed to have indirect beneficial ownership of the securities owned by the Reporting Person. However, Falk disclaims any beneficial ownership of such securities, and the filing of this Form 4 shall not be deemed an admission that Falk is, for purposes of Section 16 of the Securities Exchange Act or otherwise, the beneficial owner of any securities covered by this Form 4. |