..
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 1)*
CRDENTIA CORPORATION
----------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
--------------------------------------------------
(Title of Class of Securities)
225235308
------------------------
(CUSIP Number)
December 31, 2007
------------------------------------------------
(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)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
The information required in 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 No. 225235308 13G Page 2 of 10 Pages
1 NAME OF REPORTING PERSON:
Valens Offshore SPV I, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0539781
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION |_|
Delaware
5 SOLE VOTING POWER
0 shares of Common Stock. *
Number of 6 SHARED VOTING POWER
Shares
Beneficially 2,500,000 shares of Common Stock. *
Owned by 7 SOLE DISPOSITIVE POWER
Each Reporting
Person With 0 shares of Common Stock. *
8 SHARED DISPOSITIVE POWER
2,500,000 shares of Common Stock. *
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 shares of Common Stock.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.14%
12 TYPE OF REPORTING PERSON
CO
* Based on 47,769,150 shares of the common stock, par value $0.0001 per
share (the "Shares") outstanding of Crdentia Corp., a Delaware corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Valens
Offshore SPV I, Ltd. ("Valens Offshore") held (i) a warrant (the "Warrant") to
acquire 833,333 Shares, at an exercise price of $0.35 per Share, subject to
certain adjustments, and (ii) 1,666,667 Shares. Valens Offshore is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of VCM, and share voting and
investment power over the securities owned by Valens Offshore reported in this
Schedule 13G (as amended).
--------------------------------------------------------------------------------
CUSIP No. 225235308 13G Page 3 of 10 Pages
1 NAME OF REPORTING PERSON:
Valens Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION |_|
Delaware
5 SOLE VOTING POWER
0 shares of Common Stock. *
Number of 6 SHARED VOTING POWER
Shares
Beneficially 2,500,000 shares of Common Stock. *
Owned by 7 SOLE DISPOSITIVE POWER
Each Reporting
Person With 0 shares of Common Stock. *
8 SHARED DISPOSITIVE POWER
2,500,000 shares of Common Stock. *
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 shares of Common Stock.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.14%
12 TYPE OF REPORTING PERSON
OO
* Based on 47,769,150 shares of the common stock, par value $0.0001 per
share (the "Shares") outstanding of Crdentia Corp., a Delaware corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Valens
Offshore SPV I, Ltd. ("Valens Offshore") held (i) a warrant (the "Warrant") to
acquire 833,333 Shares, at an exercise price of $0.35 per Share, subject to
certain adjustments, and (ii) 1,666,667 Shares. Valens Offshore is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of VCM, and share voting and
investment power over the securities owned by Valens Offshore reported in this
Schedule 13G (as amended).
--------------------------------------------------------------------------------
CUSIP No. 225235308 13G Page 4 of 10 Pages
1 NAME OF REPORTING PERSON:
David Grin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION |_|
Israel
5 SOLE VOTING POWER
0 shares of Common Stock. *
Number of 6 SHARED VOTING POWER
Shares
Beneficially 2,500,000 shares of Common Stock. *
Owned by 7 SOLE DISPOSITIVE POWER
Each Reporting
Person With 0 shares of Common Stock. *
8 SHARED DISPOSITIVE POWER
2,500,000 shares of Common Stock. *
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 shares of Common Stock.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.14%
12 TYPE OF REPORTING PERSON
IN
* Based on 47,769,150 shares of the common stock, par value $0.0001 per
share (the "Shares") outstanding of Crdentia Corp., a Delaware corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Valens
Offshore SPV I, Ltd. ("Valens Offshore") held (i) a warrant (the "Warrant") to
acquire 833,333 Shares, at an exercise price of $0.35 per Share, subject to
certain adjustments, and (ii) 1,666,667 Shares. Valens Offshore is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of VCM, and share voting and
investment power over the securities owned by Valens Offshore reported in this
Schedule 13G (as amended).
--------------------------------------------------------------------------------
CUSIP No. 225235308 13G Page 5of 10 Pages
1 NAME OF REPORTING PERSON:
Eugene Grin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION |_|
United States
5 SOLE VOTING POWER
0 shares of Common Stock. *
Number of 6 SHARED VOTING POWER
Shares
Beneficially 2,500,000 shares of Common Stock. *
Owned by 7 SOLE DISPOSITIVE POWER
Each Reporting
Person With 0 shares of Common Stock. *
8 SHARED DISPOSITIVE POWER
2,500,000 shares of Common Stock. *
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 shares of Common Stock.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.14%
12 TYPE OF REPORTING PERSON
IN
* Based on 47,769,150 shares of the common stock, par value $0.0001 per
share (the "Shares") outstanding of Crdentia Corp., a Delaware corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Valens
Offshore SPV I, Ltd. ("Valens Offshore") held (i) a warrant (the "Warrant") to
acquire 833,333 Shares, at an exercise price of $0.35 per Share, subject to
certain adjustments, and (ii) 1,666,667 Shares. Valens Offshore is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of VCM, and share voting and
investment power over the securities owned by Valens Offshore reported in this
Schedule 13G (as amended).
--------------------------------------------------------------------------------
CUSIP No. 225235308 13G Page 6 of 10 Pages
Item 1(a). Name of Issuer: Crdentia Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
5001 LBJ Freeway, Suite 850
Dallas, TX 75244
Item 2(a). Name of Person Filing: Valens Offshore SPV I, Ltd.
This Schedule 13G (as amended) is also filed on behalf of Valens
Capital Management, LLC, a Delaware limited liability company,
Eugene Grin and David Grin. Valens Capital Management, LLC
manages Valens Offshore SPV I, Ltd. Eugene Grin and David Grin,
through other entities, are the controlling principals of Valens
Capital Management, LLC, and share voting and investment power
over the securities owned by Valens Offshore SPV I, Ltd.
Information related to each of Valens Offshore SPV I, Ltd.,
Valens Capital Management, LLC, Eugene Grin and David Grin is set
forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence:
c/o Valens Capital Management, LLC,
335 Madison Avenue, 10th Floor, New York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock ("Common Stock")
Item 2(e). CUSIP Number: 225235308
Item 3. Not Applicable
Item 4. Ownership:
(a)Amount Beneficially Owned: 2,500,000 shares of Common Stock
(b)Percent of Class: 5.14%
(c)Number of shares as to which such person has:
(i)sole power to vote or to direct the vote: 0 shares of
Common Stock.*
--------------------------------------------------------------------------------
CUSIP No. 225235308 13G Page 7 of 10 Pages
(ii)shared power to vote or to direct the vote: 2,500,000 shares
of Common Stock. *
(ii)sole power to dispose or to direct the disposition of:
0 shares of Common Stock. *
(iv)shared power to dispose or to direct the disposition of:
2,500,000 shares of Common Stock. *
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below, I certify to the best of my 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
--------------------------------------------------------------------------------
* Based on 47,769,150 shares of the common stock, par value $0.0001 per
share (the "Shares") outstanding of Crdentia Corp., a Delaware corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007. As of December 31, 2007, Valens
Offshore SPV I, Ltd. ("Valens Offshore") held (i) a warrant (the "Warrant") to
acquire 833,333 Shares, at an exercise price of $0.35 per Share, subject to
certain adjustments, and (ii) 1,666,667 Shares. Valens Offshore is managed by
Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through
other entities, are the controlling principals of VCM, and share voting and
investment power over the securities owned by Valens Offshore reported in this
Schedule 13G.
--------------------------------------------------------------------------------
CUSIP No. 225235308 13G Page 8 of 10 Pages
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.
February 14, 2008
---------------------------------------------------------------
Date
Valens Offshore SPV I, Ltd.
By: /s/ Eugene Grin
---------------------------------------------------------------
Eugene Grin
Authorized Signatory
--------------------------------------------------------------------------------
CUSIP No. 225235308 13G Page 9 of 10 Pages
APPENDIX A
A. Name: Valens Offshore SPV I, Ltd., a Cayman Islands limited company
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Valens Capital Management, LLC, a Delaware limited
liability company
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
C. Name: David Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
and Valens Capital Management, LLC
Citizenship: Israel
D. Name: Eugene Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
and Valens Capital Management, LLC
Citizenship: United States
--------------------------------------------------------------------------------
CUSIP No. 225235308 13G Page 10 of 10 Pages
Each of Valens Capital Management, LLC, Eugene Grin and David Grin hereby agree,
by their execution below, that the Schedule 13G (as amended) to which this
Appendix A is attached is filed on behalf of each of them, respectively.
Valens Capital Management, LLC,
/s/ Eugene Grin
--------------------------------------------------------
Eugene Grin
Authorized Signatory
February 14, 2008
/s/ David Grin
--------------------------------------------------------
David Grin
February 14, 2008
/s/ Eugene Grin
--------------------------------------------------------
Eugene Grin
February __, 2008
--------------------------------------------------------------------------------