Form SC 13G Oculus Innovative Scienc Filed by: Frigate Ventures LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c)�AND (d)�AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
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Oculus Innovative Sciences, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
67575P207
(CUSIP Number)
January�21, 2015
(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
x Rule 13d-1(c)
� Rule 13d-1(d)
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| CUSIP No. 67575P207 | �� | 13G | �� |
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| ��1� | � | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) � Frigate Ventures LP | ||||
| ��2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)�����������(b)��� � | ||||
| ��3 | � | SEC USE ONLY � | ||||
| ��4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION � Texas | ||||
| NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH |
�� | ��5�� | �� | SOLE VOTING POWER � 0 | ||
| �� | ��6�� | �� | SHARED VOTING POWER � 831,250 | |||
| �� | ��7�� | �� | SOLE DISPOSITIVE POWER � 0 | |||
| �� | ��8�� | �� | SHARED DISPOSITIVE POWER � 831,250 | |||
| ��9 | � |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON � 831,250 | ||||
| 10 | � | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* � � | ||||
| 11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 � 5.4% ** | ||||
| 12 | � | TYPE OF REPORTING PERSON* � IA, PN | ||||
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| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM�4(b). |
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| CUSIP No. 67575P207 | �� | 13G | �� |
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| ��1� | � | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) � Admiralty Advisors LLC | ||||
| ��2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)�����������(b)��� � | ||||
| ��3 | � | SEC USE ONLY � | ||||
| ��4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION � Texas | ||||
| NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH |
�� | ��5�� | �� | SOLE VOTING POWER � 0 | ||
| �� | ��6�� | �� | SHARED VOTING POWER � 831,250 | |||
| �� | ��7�� | �� | SOLE DISPOSITIVE POWER � 0 | |||
| �� | ��8�� | �� | SHARED DISPOSITIVE POWER � 831,250 | |||
| ��9 | � |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON � 831,250 | ||||
| 10 | � | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* � � | ||||
| 11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 � 5.4% ** | ||||
| 12 | � | TYPE OF REPORTING PERSON* � HC, OO | ||||
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| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM�4(b). |
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| CUSIP No. 67575P207 | �� | 13G | �� |
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| ��1� | � | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) � Bruce R. Winson | ||||
| ��2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)�����������(b)��� � | ||||
| ��3 | � | SEC USE ONLY � | ||||
| ��4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION � United States Citizen | ||||
| NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH |
�� | ��5�� | �� | SOLE VOTING POWER � 0 | ||
| �� | ��6�� | �� | SHARED VOTING POWER � 831,250 | |||
| �� | ��7�� | �� | SOLE DISPOSITIVE POWER � 0 | |||
| �� | ��8�� | �� | SHARED DISPOSITIVE POWER � 831,250 | |||
| ��9 | � |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON � 831,250 | ||||
| 10 | � | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* � � | ||||
| 11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 � 5.4% ** | ||||
| 12 | � | TYPE OF REPORTING PERSON* � HC, IN | ||||
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| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM�4(b). |
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| CUSIP No. 67575P207 | �� | 13G | �� |
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| ��1� | � | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) � M5V Advisors Inc. | ||||
| ��2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)�����������(b)��� � | ||||
| ��3 | � | SEC USE ONLY � | ||||
| ��4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION � Ontario, Canada | ||||
| NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH |
�� | ��5�� | �� | SOLE VOTING POWER � 0 | ||
| �� | ��6�� | �� | SHARED VOTING POWER � 831,250 | |||
| �� | ��7�� | �� | SOLE DISPOSITIVE POWER � 0 | |||
| �� | ��8�� | �� | SHARED DISPOSITIVE POWER � 831,250 | |||
| ��9 | � |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON � 831,250 | ||||
| 10 | � | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* � � | ||||
| 11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 � 5.4% ** | ||||
| 12 | � | TYPE OF REPORTING PERSON* � CO | ||||
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| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM�4(b). |
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| CUSIP No. 67575P207 | �� | 13G | �� |
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| ��1� | � | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) � Adam Spears | ||||
| ��2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)�����������(b)��� � | ||||
| ��3 | � | SEC USE ONLY � | ||||
| ��4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION � Canadian Citizen | ||||
| NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH |
�� | ��5�� | �� | SOLE VOTING POWER � 0 | ||
| �� | ��6�� | �� | SHARED VOTING POWER � 831,250 | |||
| �� | ��7�� | �� | SOLE DISPOSITIVE POWER � 0 | |||
| �� | ��8�� | �� | SHARED DISPOSITIVE POWER � 831,250 | |||
| ��9 | � |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON � 831,250 | ||||
| 10 | � | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* � � | ||||
| 11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 � 5.4% ** | ||||
| 12 | � | TYPE OF REPORTING PERSON* � IN | ||||
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| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM�4(b). |
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| CUSIP No. 67575P207 | �� | 13G | �� |
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| ��1� | � | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) � Moez Kassam | ||||
| ��2 | � | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)�����������(b)��� � | ||||
| ��3 | � | SEC USE ONLY � | ||||
| ��4 | � | CITIZENSHIP OR PLACE OF ORGANIZATION � Canadian Citizen | ||||
| NUMBER�OF SHARES BENEFICIALLY OWNED�BY EACH REPORTING PERSON WITH |
�� | ��5�� | �� | SOLE VOTING POWER � 0 | ||
| �� | ��6�� | �� | SHARED VOTING POWER � 831,250 | |||
| �� | ��7�� | �� | SOLE DISPOSITIVE POWER � 0 | |||
| �� | ��8�� | �� | SHARED DISPOSITIVE POWER � 831,250 | |||
| ��9 | � |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON � 831,250 | ||||
| 10 | � | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* � � | ||||
| 11 | � | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 � 5.4% ** | ||||
| 12 | � | TYPE OF REPORTING PERSON* � IN | ||||
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| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM�4(b). |
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SCHEDULE 13G
This Schedule 13G (this �Schedule 13G�) is being filed on behalf of Frigate Ventures LP, a Texas limited partnership (�Frigate�), Admiralty Advisors LLC, a Texas limited liability company (�Admiralty�), Mr.�Bruce�R. Winson, the principal of Frigate and Admiralty, M5V Advisors Inc., an Ontario, Canada corporation (�M5V�), Mr.�Adam Spears, a director of M5V, and Mr.�Moez Kassam, a director of M5V, relating to Common Stock, $0.0001 par value (the �Common Stock�), of Oculus Innovative Sciences, Inc., a Delaware corporation (the �Issuer�).
This Schedule 13G relates to Common Stock of the Issuer purchased by a private fund to which Frigate and M5V serve as co-investment advisors (the �Fund�). Frigate and M5V serve as co-investment advisors to the Fund and may direct the vote and disposition of the 831,250 shares of Common Stock held by the Fund. As the general partner of Frigate, Admiralty may direct the vote and disposition of the 831,250 shares of Common Stock held by the Fund. As the principal of Frigate and Admiralty, Mr.�Winson may direct the vote and disposition of the 831,250 shares of Common Stock held by the Fund. As directors of M5V, Mr.�Spears and Mr.�Kassam may each direct the vote and disposition of the 831,250 shares of Common Stock held by the Fund.
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| Item�1(a) | �� | Name of Issuer. |
| �� | Oculus Innovative Sciences, Inc. | |
| Item�1(b) | �� | Address of Issuer�s Principal Executive Offices. |
| �� | 1129 N. McDowell Blvd | |
| �� | Petaluma, CA 94954 | |
| Item 2(a) | �� | Name of Person Filing. |
| �� | Frigate Ventures LP (�Frigate�), Admiralty Advisors LLC (�Admiralty�), Mr. Bruce R. Winson, M5V Advisors Inc. (�M5V�), Mr. Adam Spears and Mr. Moez Kassam | |
| Item 2(b) | �� | Address of Principal Business Office, or, if none, Residence. |
| �� | For Frigate, Admiralty and Mr. Winson: | |
| �� | 5950 Berkshire Lane, Suite 210 | |
| �� | Dallas, Texas 75225 | |
| �� | For M5V, Mr. Spears and Mr. Kassam: | |
| �� | 111 Peter Street, Suite 904 | |
| �� | Toronto, ON | |
| �� | M5V 2H1 | |
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| Item�2(c) | �� | Citizenship or Place of Organization. |
| �� | Frigate is a limited partnership organized under the laws of the State of Texas. Admiralty is a limited liability company organized under the laws of the State of Texas. Mr. Winson is a United States citizen. M5V is a corporation organized under the laws of Ontario, Canada. Mr. Spears and Mr. Kassam are each Canadian citizens. | |
| Item 2(d) | �� | Title of Class of Securities. |
| �� | Common Stock, $0.0001 par value (the �Common Stock�). | |
| Item 2(e) | �� | CUSIP Number. |
| �� | 67575P207 | |
| Item 3 | �� | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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| (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) | �� | x | �� | An investment advisor in accordance with �240.13d-1(b)(1)(ii)(E). |
| (f) | �� | � | �� | An employee benefit plan or endowment fund in accordance with �240.13d-1(b)(1)(ii)(F). |
| (g) | �� | x | �� | A parent holding company or control person in accordance with �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 �240.13d-1(b)(1)(ii)(J). |
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| Item�4 | Ownership. | |
| (a)����Frigate, Admiralty, Mr. Winson, M5V, Mr. Spears and Mr. Kassam are the beneficial owners of 831,250 shares of Common Stock held by the Fund, which consists of (i) 475,000 shares of Common Stock and (ii) warrants exercisable to purchase 356,250 shares of Common Stock. | ||
| (b)����Frigate, Admiralty, Mr. Winson, M5V, Mr. Spears and Mr. Kassam are the beneficial owners of 5.4% of the outstanding shares of Common Stock. This percentage is determined by dividing 831,250 by the sum of i) 14,910,580, the number of shares of Common Stock issued and outstanding as of January 21, 2015, as reported in the Issuer�s Prospectus dated January 22, 2015, plus (ii) 356,250, the number of shares of Common Stock receivable by the Reporting Persons upon exercise of presently held warrants. | ||
| (c)����Frigate and M5V, as the co-investment advisors to the Fund, may direct the vote and disposition of the 831,250 shares of Common Stock held by the Fund. Admiralty, as the general partner of Frigate, may direct the vote and disposition of the 831,250 shares of Common Stock held by the Fund. As the principal of Frigate and Admiralty, Mr. Winson may direct the vote and disposition of the 831,250 shares of Common Stock held by the Fund. Mr. Spears and Mr. Kassam, each as a director of M5V, may direct the vote and disposition of the 831,250 shares of Common Stock held by the Fund. | ||
| Item 5 | Ownership of Five Percent or Less of a Class. | |
| Inapplicable. | ||
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. | |
| Inapplicable. | ||
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. | |
| Inapplicable. | ||
| Item 8 | Identification and Classification of Members of the Group. | |
| Inapplicable. | ||
| Item 9 | Notice of Dissolution of Group. | |
| Inapplicable. | ||
| Item 10 | Certification. | |
| For Frigate, Admiralty and Mr. Winson: | ||
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| By signing below each of the Reporting Persons certifies that, to the best of such person�s 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 that purpose or effect. | ||
| For the M5V, Mr. Spears and Mr. Kassam: | ||
| By signing below each of the Reporting Persons certifies that, to the best of such person�s 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 99.1 | |
| Joint Filing Agreement dated January 27, 2015 by and among Frigate, Admiralty, Mr. Winson, M5V, Mr. Spears and Mr. Kassam. | ||
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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.
Date: January�29, 2015
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| FRIGATE VENTURES LP | ||
| By: Admiralty Advisors LLC, its general partner | ||
| By: | /s/ Bruce R. Winson | |
| Bruce R. Winson | ||
| Manager | ||
| ADMIRALTY ADVISORS LLC | ||
| By: | /s/ Bruce R. Winson | |
| Bruce R. Winson | ||
| Manager | ||
| /s/ Bruce R. Winson | ||
| Bruce R. Winson | ||
| M5V ADVISORS INC. | ||
| By: | /s/ Adam Spears | |
| Adam Spears | ||
| Director | ||
| By: | /s/ Moez Kassam | |
| Moez Kassam | ||
| Director | ||
| /s/ Adam Spears | ||
| Adam Spears | ||
| /s/ Moez Kassam | ||
| Moez Kassam | ||
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EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value, of Oculus Innovative Sciences, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January�27, 2015.
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| FRIGATE VENTURES LP | ||
| By: Admiralty Advisors LLC, its general partner | ||
| By: | � | /s/ Bruce R. Winson |
| � | Bruce R. Winson | |
| � | Manager | |
| ADMIRALTY ADVISORS LLC | ||
| By: | � | /s/ Bruce R. Winson |
| � | Bruce R. Winson | |
| � | Manager | |
| /s/ Bruce R. Winson | ||
| Bruce R. Winson | ||
| M5V ADVISORS INC. | ||
| By: | � | /s/ Adam Spears |
| � | Adam Spears | |
| � | Director | |
| By: | � | /s/ Moez Kassam |
| � | Moez Kassam | |
| � | Director | |
| /s/ Adam Spears | ||
| Adam Spears | ||
| /s/ Moez Kassam | ||
| Moez Kassam | ||
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