The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1.
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Security and Issuer.
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This statement relates to the Class A Common Stock, no par value per share (the “Shares”), of Alanco Technologies, Inc., an Arizona corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 7950 E. Acoma Drive, Suite 111, Scottsdale, Arizona 85260.
Item 2.
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Identity and Background.
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(a)
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This statement is filed by:
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(i)
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Iroquois Capital Management LLC, a Delaware limited liability company (“Iroquois”), with respect to the Shares beneficially owned by it by virtue of its position as investment advisor to Iroquois Master Fund (as defined below);
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(ii)
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Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (the “Iroquois Master Fund”), with respect to the Shares directly and beneficially owned by it;
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(iii)
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Joshua Silverman, with respect to the Shares he beneficially owns as a managing member of Iroquois; and
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(iv)
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Richard Abbe, with respect to the Shares he beneficially owns as a managing member of Iroquois.
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Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons is 641 Lexington Avenue, 26th Floor, New York, New York 10022. The officers and directors of Iroquois Master Fund and their principal occupations and business addresses are set forth on
Schedule A
to the Schedule 13D and are incorporated by reference in this Item 2.
(c) The principal business of Iroquois is serving as a registered investment adviser that provides investment advisory services to Iroquois Master Fund. The principal business of Iroquois Master Fund is serving as a private investment fund. Iroquois Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. The principal business of Messrs. Silverman and Abbe is serving as managing members of Iroquois.
(d) No Reporting Person, nor any person listed on
Schedule A
to the Schedule 13D, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on
Schedule A
to the Schedule 13D, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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.
(f) Messrs. Silverman and Abbe are citizens of the United States of America. The citizenship of the persons listed on
Schedule A
to the Schedule 13D is set forth therein.
Item 3.
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Source and Amount of Funds or Other Consideration
.
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The Shares purchased by Iroquois Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in
Schedule B
, which is incorporated by reference herein. The aggregate purchase price of the 474,398 Shares beneficially owned by Iroquois Master Fund is approximately $199,129, including brokerage commissions.
Item 4.
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Purpose of the Transaction
.
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The Reporting Persons purchased the Shares based on their belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5.
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Interest in Securities of the Issuer
.
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The aggregate percentage of Shares reported owned by each person named herein is based upon 4,962,500 Shares outstanding, as of May 7, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2014.
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(a)
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Iroquois, as the investment adviser of Iroquois Master Fund, may be deemed to beneficially own the 474,398 Shares directly and beneficially owned by Iroquois Master Fund.
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Percentage: Approximately 9.6%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 474,398
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 474,398
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(c)
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Iroquois has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in
Schedule B
and are incorporated herein by reference.
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(a)
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As of the close of business on May 19, 2014, Iroquois Master Fund directly and beneficially owned 474,398 Shares.
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Percentage: Approximately 9.6%
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(b)
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1. Sole power to vote or direct vote: 474,398
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 474,398
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in
Schedule B
and are incorporated herein by reference.
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(a)
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Mr. Silverman, as a managing member of Iroquois, may be deemed to own the 474,398 Shares directly and beneficially owned by Iroquois Master Fund.
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Percentage: Approximately 9.6%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 474,398
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 474,398
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(c)
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Mr. Silverman has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in
Schedule B
and are incorporated herein by reference.
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(a)
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Mr. Abbe, as a managing member of Iroquois, may be deemed to own the 474,398 Shares directly and beneficially owned by Iroquois Master Fund.
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Percentage: Approximately 9.6%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 474,398
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 474,398
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(c)
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Mr. Abbe has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in
Schedule B
and are incorporated herein by reference.
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Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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On May 19, 2014 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7.
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Material to be Filed as Exhibits
.
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99.1
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Joint Filing Agreement by and among Iroquois Master Fund Ltd., Iroquois Capital Management LLC, Joshua Silverman and Richard Abbe, dated May 19, 2014.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 19, 2014
IROQUOIS MASTER FUND LTD.
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IROQUOIS CAPITAL MANAGEMENT LLC
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By:
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/s/
Joshua Silverman
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Name:
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Joshua Silverman
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Title:
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Authorized Signatory
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/s/
Joshua Silverman
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JOSHUA SILVERMAN
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/s/
Richard Abbe
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RICHARD ABBE
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SCHEDULE A
Directors of Iroquois Master Fund Ltd.
Name and Position
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Present Principal Occupation
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Business Address
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Richard Abbe, Director
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Hedge Fund Manager
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641 Lexington Avenue, 26
th
Floor, New York, New York 10022
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Joshua Silverman, Director
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Hedge Fund Manager
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641 Lexington Avenue, 26
th
Floor, New York, New York 10022
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Scot Cohen, Director
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Hedge Fund Manager
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641 Lexington Avenue, 26
th
Floor, New York, New York 10022
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SCHEDULE B
Transactions in the Shares During the Past 60 Days
Securities
Purchased
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Price Per
Share($)
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Date of
Transaction
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IROQUOIS MASTER FUND LTD.
12,500
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0.34920
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04/09/2014
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1,260
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0.34500
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04/30/2014
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47,649
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0.34500
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04/30/2014
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13,320
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0.35000
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04/30/2014
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25,900
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0.36430
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04/30/2014
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9,400
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0.35990
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04/30/2014
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19,000
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0.37000
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04/30/2014
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80,000
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0.37504
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05/02/2014
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28,471
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0.39511
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05/06/2014
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30,000
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0.44010
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05/07/2014
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28,600
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0.44267
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05/09/2014
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30,000
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0.44927
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05/12/2014
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50,000
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0.47740
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05/13/2014
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33,298
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0.46045
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05/15/2014
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65,000
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0.47690
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05/16/2014
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