UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Crdentia Corp.
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities)
225235308
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(CUSIP Number)
Ann E. Carey, Business Legal Assistant
Howard Rice Nemerovski Canady Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111-4024
(415) 434-1600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 28, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-
7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 225235308 SCHEDULE 13D Page 2 of 14
1. Names of Reporting Persons. MedCap Management & Research LLC
I.R.S. Identification Nos. of above persons 94-3411543
(entities only).
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions)
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required [ ]
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 11,955,343
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 11,955,343
Reporting
Person With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each 11,955,343
Reporting Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row 44.6%
(11)
14. Type of Reporting Person (See Instructions) IA
CUSIP 225235308 SCHEDULE 13D Page 3 of 14
1. Names of Reporting Persons. MedCap Partners L.P.
I.R.S. Identification Nos. of above persons 94-3412423
(entities only).
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions)
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required [ ]
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 11,586,428
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 11,586,428
Reporting
Person With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each 11,586,428
Reporting Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row 43.2%
(11)
14. Type of Reporting Person (See Instructions) PN
CUSIP 225235308 SCHEDULE 13D Page 4 of 14
1. Names of Reporting Persons. C. Fred Toney
I.R.S. Identification Nos. of above persons
(entities only).
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions)
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required [ ]
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 14,955,342
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 14,955,342
Reporting
Person With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each 14,955,342
Reporting Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ]
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row 55.8%
(11)
14. Type of Reporting Person (See Instructions) IN, HC
CUSIP 225235308 SCHEDULE 13D Page 5 of 14
Item 1. Security and Issuer
This Schedule 13D ("Schedule") relates to shares of common stock,
with par value $0.0001 (the "Common Stock"), of Crdentia Corp. (the
"Issuer"). The principal executive office of the Issuer is 5001 LBJ
Freeway, Suite 850, Dallas, TX 75244.
Item 2. Identity and Background
This Schedule is filed on behalf of MedCap Partners L.P. ("MedCap"),
MedCap Management & Research LLC ("MMR") and C. Fred Toney ("Toney"),
each of whose principal business office address is 500 Third Street,
Suite 535, San Francisco, CA 94107. Toney is the Chairman of the
Issuer's Board of Directors.
MedCap is an investment limited partnership, whose general partner
is MMR. MMR is an investment adviser registered under the laws of the
State of California. Toney is MMR's sole managing member. MMR is also
the general partner and investment manager of MedCap Master Fund, L.P.,
an investment limited partnership ("MedCap Master"). MedCap Master is a
"master fund" and contains substantially all of the assets of a "feeder
fund," MedCap Partners Offshore, Ltd. ("MedCap Offshore")."
None of MedCap, MMR nor Toney has, during the past five years, been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
None of MedCap, MMR nor Toney has, during the past five years, been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which any of them became or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
MedCap is a Delaware limited partnership, MMR is a Delaware limited
liability company and Toney is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used to acquire the Common Stock described in
Item 5(c) was working capital of MedCap in the amount of approximately
$1,835,000 and of MedCap Master in the amount of approximately $115,000.
The aggregate purchase price for the shares purchased by Toney for his
personal account was personal funds of Toney in the amount of
approximately $250,000.
Item 4. Purpose of Transaction
The acquisitions of Common Stock described in Item 5(c) were made
for investment purposes.
CUSIP 225235308 SCHEDULE 13D Page 6 of 14
The agreement of limited partnership of MedCap provides MMR with
discretion to cause MedCap to make payments upon a withdrawal by a
limited partner in cash or in securities, or a combination of cash and
securities, or to segregate a portion of MedCap's assets equal to the
amount payable to the withdrawing limited partner and sell those assets
for the account of the withdrawn limited partner. Limited partners of
MedCap have the right, upon written request, to receive a distribution
of the segregated assets. Effective September 30, 2006, MedCap
segregated some of the Common Stock beneficially owned by MedCap into a
separate account for the benefit of some of MedCap's former limited
partners who had withdrawn from MedCap. The reporting persons' prior
Schedule 13D/A (Amendment No. 10), filed with the Commission on February
14, 2007, incorrectly reported that on December 18, 2006, MedCap
distributed from the segregated account 252,892 shares of Common Stock
to certain of MedCap's former limited partners, leaving, after
distribution, 3,001 shares of Common Stock in the segregated account.
The correct number of shares that MedCap distributed from the segregated
account on December 18, 2006, was 255,893, leaving, after distribution,
no shares of Common Stock remaining in the segregated account.
Depending on market conditions and other factors, the reporting
persons may, at any time or from time to time, acquire additional
securities of the Issuer, or alternatively, may dispose of some or all
of the securities of the Issuer beneficially owned by them.
Except as described herein, the reporting persons do not currently
have any plans or proposals that relate to or would result in any of the
following:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
CUSIP 225235308 SCHEDULE 13D Page 7 of 14
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) MedCap beneficially owns 11,586,428 shares of the Issuer's
Common Stock. The percentage of common stock beneficially owned
by MedCap for the purposes of this Schedule is 43.2%.
In addition to the securities beneficially owned through MedCap,
MMR and Toney beneficially own 368,915 shares of the Issuer's
Common Stock through MedCap Master. MedCap Master is a "master
fund" and contains substantially all of the assets of a "feeder
fund," MedCap Partners Offshore, Ltd. ("MedCap Offshore").
Toney holds 2,999,999 shares of the Issuer's Common Stock
personally.
MMR, as general partner and investment manager of MedCap and
MedCap Master, and Toney, as the sole managing member of MMR,
may be deemed to beneficially own the shares owned by MedCap and
MedCap Master in that they may be deemed to have the power to
direct the voting or disposition of the shares. Neither the
filing of this Schedule nor any of its contents shall be deemed
to constitute an admission that either MMR or Toney is, for any
other purpose, the beneficial owner of any such securities, and
MMR and Toney disclaim beneficial ownership as to such
securities except to the extent of their respective pecuniary
interests therein. The percentage of Common Stock beneficially
owned by MMR for the purposes of this Schedule is 44.6% and by
Toney for the purposes of this Schedule is 55.8%.
The calculation of percentage of beneficial ownership in Item 11
of pages 2, 3 and 4 was derived from the Issuer's Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, filed with the Commission on
May 15, 2007, in which the Issuer stated that the number of
shares of its Common Stock, $.0001 par value, outstanding as of
May 10, 2007 was 25,889,983 shares.
(b) Reference is made hereby to Items 7 to 10 of pages 2, 3 and 4 of
this Schedule, which Items are incorporated herein by reference.
(c) On March 2, 2007, MedCap purchased 1,333,333 shares of the
Issuer's Common Stock in a PIPE transaction with the Issuer for
$0.60 per share.
CUSIP 225235308 SCHEDULE 13D Page 8 of 14
On March 28, 2007, MedCap purchased 291,666 shares of the
Issuer's Common Stock in a PIPE transaction with the Issuer for
$0.60 per share.
On March 28, 2007, MedCap Master purchased 41,666 shares of the
Issuer's Common Stock in a PIPE transaction with the Issuer for
$0.60 per share.
On April 12, 2007, MedCap purchased 416,666 shares of the
Issuer's Common Stock in a PIPE transaction with the Issuer for
$0.60 per share.
On April 12, 2007, MedCap Master purchased 83,333 shares of the
Issuer's Common Stock in a PIPE transaction with the Issuer for
$0.60 per share.
On April 16, 2007, MedCap purchased 250,000 shares of the
Issuer's Common Stock in a PIPE transaction with the Issuer for
$0.60 per share.
On May 3, 2007, MedCap purchased 333,333 shares of the Issuer's
Common Stock in a PIPE transaction with the Issuer for $0.60 per
share.
On May 21, 2007, MedCap purchased 166,666 shares of the Issuer's
Common Stock in a PIPE transaction with the Issuer for $0.60 per
share.
On June 1, 2007, MedCap purchased 266,666 shares of the Issuer's
Common Stock in a PIPE transaction with the Issuer for $0.60 per
share.
On June 1, 2007, MedCap Master purchased 66,666 shares of the
Issuer's Common Stock in a PIPE transaction with the Issuer for
$0.60 per share.
On June 1, 2007, Toney purchased 416,666 shares of the Issuer's
Common Stock for his personal account in a PIPE transaction with
the Issuer for $0.60 per share.
The reporting persons' prior Schedule 13D/A (Amendment No. 10),
filed with the Commission on February 14, 2007, incorrectly
reported that effective February 1, 2007, certain limited
partners who had previously withdrawn from MedCap (and who had
received pro rata in-kind distributions of the Issuer's common
stock in connection with their prior withdrawal) contributed
281,843 shares of the Issuer's Common Stock to MedCap in
exchange for new limited partnership interests in MedCap. The
correct number of shares of the Issuer's Common Stock
contributed to MedCap in exchange for new limited partnerships
was actually 291,843 shares.
(d) Not applicable.
CUSIP 225235308 SCHEDULE 13D Page 9 of 14
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
MedCap is a party to an Amended and Restated Registration Rights
Agreement entitling it to registration rights with respect to Common
Stock issued upon conversion of its shares of Series A Preferred Stock,
Series B-1 Preferred Stock and Series C Preferred Stock, including any
Series B-1 Preferred or Series C Preferred issued upon exercise of
certain warrants.
MedCap was a party to two Secured Promissory Notes issued by the
Issuer, Baker Anderson Christie, Inc., Nurses Network, Inc., New Age
Staffing, Inc., PSR Nurses, Ltd., PSR Nurse Recruiting, Inc., PSR Nurses
Holdings Corp., CRDE Corp., Arizona Home Health Care/Private Duty, Inc.,
Care Pros Staffing, Inc., HIP Holding, Inc., Health Industry
Professionals, L.L.C., Travmed USA, Inc., Prime Staff, LP, Mint Medical
Staffing Odessa LP, and GHS Acquisition Corporation (collectively, the
"Issuer's subsidiaries") to MedCap (the "Secured Promissory Notes").
The Issuer obtained a $500,000 loan from MedCap on November 15, 2005 and
a $1,500,000 loan from MedCap on November 18, 2005 to fund working
capital needs. No equity securities and no securities exercisable,
convertible or exchangeable for equity securities were issued in
connection with the loans which were evidenced by the Secured Promissory
Notes. In connection with the loans, MedCap, the Issuer and the
Issuer's subsidiaries were parties to an Amended and Restated Security
Agreement pursuant to which MedCap was granted a subordinate security
interest in all of the assets and property of the Issuer and the
Issuer's subsidiaries. The Amended and Restated Security Agreement
imposes various restrictions on the activities of the Iasuer and the
Issuer's subsidiaries and includes events of default (with grace
periods, as applicable).
MedCap and the Issuer were parties to a Securities Purchase Agreement
dated as December 30, 2005 pursuant to which the Issuer issued 335,370
shares of its common stock to MedCap in consideration for the
cancellation of the principal and all accrued interest under the Secured
Promissory Notes. The shares were sold in a private transaction at a
price of $6.00 per share. In connection with the Securities Purchase
Agreement, the Issuer and MedCap entered into a Registration Rights
Agreement pursuant to which the Issuer agreed to register for resale on
a registration statement the shares acquired by MedCap under the
Securities Purchase Agreement.
MedCap and the Issuer are parties to a Subscription Agreement dated
March 3, 2006, pursuant to which the Issuer sold 25,000 shares of its
Common Stock to MedCap at a price of $8.00 per share in a private
transaction.
CUSIP 225235308 SCHEDULE 13D Page 10 of 14
MedCap and the Issuer are parties to a Subscription Agreement dated
March 13, 2006, pursuant to which the Issuer sold 13,750 shares of its
Common Stock to MedCap at a price of $8.00 per share in a private
transaction.
MedCap Master and the Issuer are parties to a Subscription Agreement
dated March 13, 2006, pursuant to which the Issuer sold 11,250 shares of
its Common Stock to MedCap Master at a price of $8.00 per share in a
private transaction.
MedCap and the Issuer are parties to a Subscription Agreement dated
April 3, 2006, pursuant to which the Issuer sold 58,333 shares of its
Common Stock to MedCap at a price of $6.00 per share in a private
transaction.
Toney, MedCap and MedCap Master are parties to a Securities Purchase
Agreement and a Registration Rights Agreement, each dated as of
January 25, 2007 (and subsequently amended as of February 22, 2007,
March 6, 2007, April 5, 2007, May 3, and May ___, 2007), between the
Issuer and certain investors (including Toney, MedCap and MedCap
Master), for the private placement of up to 8,333,333 the Issuer's
Common Stock at a purchase price of $0.60 per share. Pursuant to the
terms of the Registration Rights Agreement, the Issuer has agreed to
cause a resale registration statement covering the shares to be filed
within 30 days after the final closing date.
Item 7. Material to Be Filed as Exhibits
No. Exhibit
1. Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G.
2. Amended and Restated Registration Rights Agreement between the
Issuer and MedCap dated August 30, 2004, as amended by the Letter
Agreement listed as Exhibit 3 below (included as Exhibit 2 to
MedCap's, MMR's and Toney's Schedule 13D/A No. 1 filed with the
Commission on September 3, 2004 and incorporated herein by
reference).
3. Letter Agreement dated March 29, 2005, between the Issuer and
MedCap (the "Letter Agreement") (included as Exhibit 3 to MedCap's,
MMR's and Toney's Schedule 13D/A No. 5 filed with the Commission on
April 11, 2005 and incorporated herein by reference).
4. Amendment to Letter Agreement, dated May 2, 2005, between the
Issuer and MedCap (included as Exhibit 4 to MedCap's, MMR's and
Toney's Schedule 13D/A No. 6 filed with the Commission on May 10,
2005 and incorporated herein by reference).
CUSIP 225235308 SCHEDULE 13D Page 11 of 14
5. Secured Promissory Note, dated November 15, 2005, issued by the
Issuer, Baker Anderson Christie, Inc., Nurses Network, Inc., New
Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse Recruiting, Inc.,
PSR Nurses Holdings Corp., CRDE Corp., Arizona Home Health
Care/Private Duty, Inc., Care Pros Staffing, Inc., HIP Holding,
Inc., Health Industry Professionals, L.L.C., Travmed USA, Inc.,
Prime Staff, LP, Mint Medical Staffing Odessa LP, and GHS
Acquisition Corporation to MedCap (included as Exhibit 10.1 to the
Issuer's Form 8-K filed with the Commission on November 21, 2005,
and incorporated herein by reference).
6. Secured Promissory Note, dated November 18, 2005, issued by the
Issuer, Baker Anderson Christie, Inc., Nurses Network, Inc., New
Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse Recruiting, Inc.,
PSR Nurses Holdings Corp., CRDE Corp., Arizona Home Health
Care/Private Duty, Inc., Care Pros Staffing, Inc., HIP Holding,
Inc., Health Industry Professionals, L.L.C., Travmed USA, Inc.,
Prime Staff, LP, Mint Medical Staffing Odessa LP, and GHS
Acquisition Corporation to MedCap (included as Exhibit 10.2 to the
Issuer's Form 8-K filed with the Commission on November 21, 2005,
and incorporated herein by reference).
7. Amended and Restated Security Agreement, dated November 18, 2005,
by and among the Issuer, Baker Anderson Christie, Inc., Nurses
Network, Inc., New Age Staffing, Inc., PSR Nurses, Ltd., PSR Nurse
Recruiting, Inc., PSR Nurses Holdings Corp., CRDE Corp., Arizona
Home Health Care/Private Duty, Inc., Care Pros Staffing, Inc., HIP
Holding, Inc., Health Industry Professionals, L.L.C., Travmed USA,
Inc., Prime Staff, LP, Mint Medical Staffing Odessa LP, GHS
Acquisition Corporation and MedCap (included as Exhibit 10.3 to
the Issuer's Form 8-K filed with the Commission on November 21,
2005, and incorporated herein by reference).
8. Securities Purchase Agreement dated as of December 30, 2005 by and
between the Issuer and MedCap (included as Exhibit 10.1 to the
Issuer's Form 8-K filed with the Commission on January 6, 2006 and
incorporated herein by reference).
9. Registration Rights Agreement dated as of January 6, 2006 by and
between the Issuer and certain investors listed on the signature
pages thereto (included as Exhibit 10.5 to the Issuer's Form 8-K
filed with the Commission on January 10, 2006 and incorporated
herein by reference).
10. Subscription Agreement dated March 3, 2006 by and between the
Issuer and MedCap (included as Exhibit 10.1 to the Issuer's
Form 8-K filed with the Commission on March 7, 2006 and
incorporated herein by reference).
11. Subscription Agreement dated March 13, 2006 by and between the
Issuer and MedCap (included as Exhibit 11 to MedCap's, MMR's and
Toney's Schedule 13D/A No. 7 filed with the Commission on April
13, 2006 and incorporated herein by reference).
CUSIP 225235308 SCHEDULE 13D Page 12 of 14
12. Subscription Agreement dated March 13, 2006 by and between the
Issuer and MedCap Master (included as Exhibit 12 to MedCap's,
MMR's and Toney's Schedule 13D/A No. 7 filed with the Commission
on April 13, 2006 and incorporated herein by reference).
13. Letter dated March 13, 2006, from the Board of Directors of the
Issuer to Holders of Series C and Warrants to Purchase Series B-1
and Series C Preferred Stock of the Issuer, in connection with the
Offer to Exchange Series C Preferred Stock and Warrants to
Purchase Series B-1 and Series C Preferred Stock in which the
Issuer has agreed to register the shares of Common Stock issued
pursuant to the Exchange on a suitable form and substantially in
compliance with the existing registration rights agreement
covering the Series C Stock and Series C Warrants within 60 days
of the completion of the Exchange Offer and to reimburse MedCap
for certain legal expenses incurred in connection with the
Exchange Offer (included as Exhibit 13 to MedCap's, MMR's and
Toney's Schedule 13D/A No. 7 filed with the Commission on April
13, 2006 and incorporated herein by reference).
14. Subscription Agreement dated April 3, 2006 by and between the
Issuer and MedCap (included as Exhibit 14 to MedCap's, MMR's and
Toney's Schedule 13D/A No. 7 filed with the Commission on April
13, 2006 and incorporated herein by reference).
15. Securities Purchase Agreement dated as of January 25, 2007 (and
subsequently amended as of February 22, 2007, March 6, 2007,
April 5, 2007 and May 3, 2007), by and among the Issuer and the
investors identified on the signature pages thereto (included as
Exhibit 10.1 to the Issuer's Form 8-K filed with the Commission on
January 29, 2007 and incorporated herein by reference).
16. Registration Rights Agreement dated as of January 25, 2007 (and
subsequently amended as of February 22, 2007, March 6, 2007,
April 5, 2007, May 3, and May ___, 2007), by and among the Issuer
and the investors listed on the signature pages thereto (included
as Exhibit 10.2 to the Issuer's Form 8-K filed with the Commission
on January 29, 2007 and incorporated herein by reference).
CUSIP 225235308 SCHEDULE 13D Page 13 of 14
Signature
After reasonable inquiry and to the best of each of the
undersigned's respective knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true,
complete and correct.
Date June 5, 2007
/c/ C. Fred Toney
---------------------------------
Signature
Print Name C. FRED TONEY
MEDCAP PARTNERS L.P. MEDCAP MANAGEMENT & RESEARCH LLC
By its general partner MedCap
Management & Research LLC
By: /s/ C. Fred Toney By: /s/ C. Fred Toney
-------------------------------- -----------------------------
Print Name C. Fred Toney Print Name C. Fred Toney
Title Managing Member Title Managing Member
EXHIBITS LIST
Exhibit 1 Agreement Regarding Joint Filing of Statement on
Schedule 13D or 13G.
CUSIP 225235308 SCHEDULE 13D Page 14 of 14
EXHIBIT 1
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR
13G
The undersigned agree to file jointly with the Securities and
Exchange Commission (the "SEC") any and all statements on Schedule 13D
or Schedule 13G (and any amendments or supplements thereto) required
under section 13(d) of the Securities Exchange Act of 1934, as amended,
as to the common stock of Crdentia Corp. For that purpose, the
undersigned hereby constitute and appoint C. Fred Toney as their true
and lawful agent and attorney-in-fact, with full power and authority for
and on behalf of the undersigned to prepare or cause to be prepared,
sign, file with the SEC and furnish to any other person all
certificates, instruments, agreements and documents necessary to comply
with section 13(d) and section 16(a) of the Securities Exchange Act of
1934, as amended, and to do and perform every act necessary and proper
to be done incident to the exercise of the foregoing power, as fully as
the undersigned might or could do if personally present.
Date June 5, 2007
/s/ C. Fred Toney
---------------------------------
Signature
Print Name C. FRED TONEY
MEDCAP PARTNERS L.P. MEDCAP MANAGEMENT & RESEARCH LLC
By its general partner MedCap
Management & Research LLC
By: /s/ C. Fred Toney By: /s/ C. Fred Toney
-------------------------------- -----------------------------
Print Name C. Fred Toney Print Name C. Fred Toney
Title Managing Member Title Managing Member