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. __)*
CHAD THERAPEUTICS, INC.
-----------------------------------
(Name of Issuer)
Common Stock, $.0.01 par value per share
----------------------------------------
(Title of Class of Securities)
157228107
---------
(CUSIP Number)
July 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. 157228107
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673
--------- ----------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,016,982 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 1,016,982 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,982 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO, HC
--------- ----------------------------------------------------------------------
---------------------------------
* Based on 10,180,000 shares of the common stock, $0.01 par value per
share (the "Shares") outstanding of Chad Therapeutics, Inc., a California
corporation (the "Company"), as disclosed in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2007. As of July 31, 2007, Calliope
Capital Corporation ("Calliope") held (i) a warrant (the "Warrant") to acquire
976,744 Shares, at an exercise price of $1.24 per Share, subject to certain
adjustments, and (ii) a secured convertible term note (the "Note") in the
aggregate principal amount of $750,000, which is convertible into Shares at a
conversion rate of $1.18 per Share, subject to certain adjustments. The Warrant
and Note contain an issuance limitation prohibiting Calliope from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Calliope of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Calliope upon at least 61 days prior notice to the Company and shall
automatically become null and void (i) following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument), or (ii) upon receipt by
Calliope of a Notice of Redemption (as defined in an pursuant to the terms of
the applicable instrument). Calliope is a wholly owned subsidiary of Laurus
Master Fund, Ltd. which is managed by Laurus Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and share voting and investment power over the
securities owned by Calliope reported in this Schedule 13G.
CUSIP No. 157228107
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Calliope Capital Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237865
---------- ---------------------------------------------------------------------
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
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,016,982 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 1,016,982 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,982 shares of Common Stock
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
---------- ---------------------------------------------------------------------
--------------------------------
* Based on 10,180,000 shares of the common stock, $0.01 par value per
share (the "Shares") outstanding of Chad Therapeutics, Inc., a California
corporation (the "Company"), as disclosed in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2007. As of July 31, 2007, Calliope
Capital Corporation ("Calliope") held (i) a warrant (the "Warrant") to acquire
976,744 Shares, at an exercise price of $1.24 per Share, subject to certain
adjustments, and (ii) a secured convertible term note (the "Note") in the
aggregate principal amount of $750,000, which is convertible into Shares at a
conversion rate of $1.18 per Share, subject to certain adjustments. The Warrant
and Note contain an issuance limitation prohibiting Calliope from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Calliope of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Calliope upon at least 61 days prior notice to the Company and shall
automatically become null and void (i) following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument), or (ii) upon receipt by
Calliope of a Notice of Redemption (as defined in an pursuant to the terms of
the applicable instrument). Calliope is a wholly owned subsidiary of Laurus
Master Fund, Ltd. which is managed by Laurus Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and share voting and investment power over the
securities owned by Calliope reported in this Schedule 13G.
CUSIP No. 157228107
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669
---------- ---------------------------------------------------------------------
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
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,016,982 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 1,016,982 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,982 shares of Common Stock
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
--------------------------------
* Based on 10,180,000 shares of the common stock, $0.01 par value per
share (the "Shares") outstanding of Chad Therapeutics, Inc., a California
corporation (the "Company"), as disclosed in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2007. As of July 31, 2007, Calliope
Capital Corporation ("Calliope") held (i) a warrant (the "Warrant") to acquire
976,744 Shares, at an exercise price of $1.24 per Share, subject to certain
adjustments, and (ii) a secured convertible term note (the "Note") in the
aggregate principal amount of $750,000, which is convertible into Shares at a
conversion rate of $1.18 per Share, subject to certain adjustments. The Warrant
and Note contain an issuance limitation prohibiting Calliope from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Calliope of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Calliope upon at least 61 days prior notice to the Company and shall
automatically become null and void (i) following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument), or (ii) upon receipt by
Calliope of a Notice of Redemption (as defined in an pursuant to the terms of
the applicable instrument). Calliope is a wholly owned subsidiary of Laurus
Master Fund, Ltd. which is managed by Laurus Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and share voting and investment power over the
securities owned by Calliope reported in this Schedule 13G.
CUSIP No. 157228107
---------- ---------------------------------------------------------------------
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
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,016,982 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 1,016,982 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,982 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
--------------------------------
* Based on 10,180,000 shares of the common stock, $0.01 par value per
share (the "Shares") outstanding of Chad Therapeutics, Inc., a California
corporation (the "Company"), as disclosed in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2007. As of July 31, 2007, Calliope
Capital Corporation ("Calliope") held (i) a warrant (the "Warrant") to acquire
976,744 Shares, at an exercise price of $1.24 per Share, subject to certain
adjustments, and (ii) a secured convertible term note (the "Note") in the
aggregate principal amount of $750,000, which is convertible into Shares at a
conversion rate of $1.18 per Share, subject to certain adjustments. The Warrant
and Note contain an issuance limitation prohibiting Calliope from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Calliope of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Calliope upon at least 61 days prior notice to the Company and shall
automatically become null and void (i) following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument), or (ii) upon receipt by
Calliope of a Notice of Redemption (as defined in an pursuant to the terms of
the applicable instrument). Calliope is a wholly owned subsidiary of Laurus
Master Fund, Ltd. which is managed by Laurus Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and share voting and investment power over the
securities owned by Calliope reported in this Schedule 13G.
CUSIP No. 157228107
--------- ----------------------------------------------------------------------
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
------------------- ---------- -------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 1,016,982 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 1,016,982 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,982 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
--------------------------------
* Based on 10,180,000 shares of the common stock, $0.01 par value per
share (the "Shares") outstanding of Chad Therapeutics, Inc., a California
corporation (the "Company"), as disclosed in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2007. As of July 31, 2007, Calliope
Capital Corporation ("Calliope") held (i) a warrant (the "Warrant") to acquire
976,744 Shares, at an exercise price of $1.24 per Share, subject to certain
adjustments, and (ii) a secured convertible term note (the "Note") in the
aggregate principal amount of $750,000, which is convertible into Shares at a
conversion rate of $1.18 per Share, subject to certain adjustments. The Warrant
and Note contain an issuance limitation prohibiting Calliope from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Calliope of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Calliope upon at least 61 days prior notice to the Company and shall
automatically become null and void (i) following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument), or (ii) upon receipt by
Calliope of a Notice of Redemption (as defined in an pursuant to the terms of
the applicable instrument). Calliope is a wholly owned subsidiary of Laurus
Master Fund, Ltd. which is managed by Laurus Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and share voting and investment power over the
securities owned by Calliope reported in this Schedule 13G.
CUSIP No. 157228107
Item 1(a). Name of Issuer: Chad Therapeutics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
21622 Plummer Street
Chatsworth, California 91311
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd.
This Schedule 13G is also filed on behalf of Calliope Capital
Corporation, a Delaware corporation and a wholly owned subsidiary of
Laurus Master Fund, Ltd., Laurus Capital Management, LLC, a Delaware
limited liability company, Eugene Grin and David Grin. Laurus
Capital Management, LLC manages Laurus Master Fund, Ltd. Eugene Grin
and David Grin, through other entities, are the controlling
principals of Laurus Capital Management, LLC and share sole voting
and investment power over the shares owned by Calliope Capital
Corporation. Information related to each of Laurus 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 Laurus 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: 157228107
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,016,982 shares of Common Stock
(b) Percent of Class: 9.99%
(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. *
(ii) shared power to vote or to direct the vote: 1,016,982 shares
of Common Stock. *
(iii) 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:
1,016,982 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 (see Item 2(a))
Item 8. Identification and Classification of Members of the Group:
Not applicable (see Item 2(a))
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 10,180,000 shares of the common stock, $0.01 par value per
share (the "Shares") outstanding of Chad Therapeutics, Inc., a California
corporation (the "Company"), as disclosed in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2007. As of July 31, 2007, Calliope
Capital Corporation ("Calliope") held (i) a warrant (the "Warrant") to acquire
976,744 Shares, at an exercise price of $1.24 per Share, subject to certain
adjustments, and (ii) a secured convertible term note (the "Note") in the
aggregate principal amount of $750,000, which is convertible into Shares at a
conversion rate of $1.18 per Share, subject to certain adjustments. The Warrant
and Note contain an issuance limitation prohibiting Calliope from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by Calliope of more than 9.99% of the Shares then issued
and outstanding (the "Issuance Limitation"). The Issuance Limitation may be
waived by Calliope upon at least 61 days prior notice to the Company and shall
automatically become null and void (i) following notice to the Issuer of the
occurrence and during the continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument), or (ii) upon receipt by
Calliope of a Notice of Redemption (as defined in an pursuant to the terms of
the applicable instrument). Calliope is a wholly owned subsidiary of Laurus
Master Fund, Ltd. which is managed by Laurus Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and share voting and investment power over the
securities owned by Calliope reported in this Schedule 13G.
CUSIP No. 157228107
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.
August 10, 2007
----------------
Date
LAURUS MASTER FUND, LTD.
/s/ David Grin
----------------
David Grin
Director
CUSIP No. 157228107
APPENDIX A
A. Name: Calliope Capital Corporation, a Delaware Corporation
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Laurus 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
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
Citizenship: United States
CUSIP No. 157228107
Each of Calliope Capital Corporation, Laurus Capital Management, LLC, Eugene
Grin and David Grin hereby agree, by their execution below, that the Schedule
13G to which this Appendix A is attached is filed on behalf of each of them,
respectively.
Calliope Capital Corporation
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
President, Chairman, Secretary
August 10, 2007
Laurus Capital Management, LLC
/s/ David Grin
-----------------------------------------
David Grin
Principal
August 10, 2007
/s/ David Grin
-----------------------------------------
David Grin
August 10, 2007
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
August 10, 2007