Franklin Wireless Corp.
| | (b) | Address of Issuer’s Principal Executive Offices: |
9707 Waples Street
Suite 150
San Diego, California 92121
| | (a) | Name of Person Filing: |
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”):
| | (i) | Globis Capital Partners, L.P., a Delaware limited partnership ("Globis Partners"), with respect to shares of Common Stock (as defined in Item 2(d) below) directly held by it; |
| | (ii) | Globis Capital Advisors, L.L.C., a Delaware limited liability company ("Globis Advisors"), serves as the general partner of Globis Partners, with respect to shares of Common Stock directly held by Globis Partners; |
| | (iii) | Globis Overseas Fund, Ltd., a Cayman Islands exempted company ("Globis Overseas"), with respect to shares of Common Stock directly held by it; |
| | (iv) | Globis Capital Management, L.P., a Delaware limited partnership (the "Investment Manager"), which serves as investment manager to, and has investment discretion over the securities held by, Globis Partners and Globis Overseas, with respect to shares of Common Stock directly held by Globis Partners and Globis Overseas; |
| | (v) | Globis Capital, L.L.C., a Delaware limited liability company ("GC"), which serves as the general partner of the Investment Manager, with respect to shares of Common Stock directly held by Globis Partners and Globis Overseas; |
| | (vi) | Mr. Paul Packer ("Mr. Packer"), who is the Managing Member of Globis Advisors and GC, with respect to shares of Common Stock directly held by Globis Partners, and Globis Overseas. |
Globis Partners, Globis Advisors, Globis Overseas, the Investment Manager, GC, and Mr. Packer are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
| | (b) | Address of Principal Business Office or, if none, Residence |
The principal office and business address of Globis Partners, Globis Advisors, Globis Overseas, the Investment Manager, GC and Mr. Packer is:
805 Third Ave.
15th Floor
New York, New York 10022
See Item 2(a) above and Item 4 of each cover page.
| | (d) | Title of Class of Securities |
Common Stock, par value $0.001
355184102
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) 240.13d-2(b) or (c), check whether the person is filing is a: |
| | (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) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with |
| | (g) | ¨ | A parent holding company or control person in accordance with |
| | (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). |
| | A. | Globis Capital Partners, L.P. |
| | (a) | Amount beneficially owned: 724,307 |
| | (b) | Percent of class: 7.0% |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or direct the vote: -0- |
| | (ii) | Shared power to vote or direct the vote: 724,307 |
| | (iii) | Sole power to dispose or direct the disposition: -0- |
| | (iv) | Shared power to dispose or direct the disposition: 724,307 |
| | B. | Globis Capital Advisors, L.L.C. |
| | (a) | Amount beneficially owned: 724,307 |
| | (b) | Percent of class: 7.0% |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or direct the vote: -0- |
| | (ii) | Shared power to vote or direct the vote: 724,307 |
| | (iii) | Sole power to dispose or direct the disposition: -0- |
| | (iv) | Shared power to dispose or direct the disposition: 724,307 |
| | C. | Globis Overseas Fund, Ltd. |
| | (a) | Amount beneficially owned: 97,019 |
| | (b) | Percent of class: 0.9% |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or direct the vote: -0- |
| | (ii) | Shared power to vote or direct the vote: 97,019 |
| | (iii) | Sole power to dispose or direct the disposition: -0- |
| | (iv) | Shared power to dispose or direct the disposition: 97,019 |
| | D. | Globis Capital Management, L.P. |
| | (a) | Amount beneficially owned: 821,326 |
| | (b) | Percent of class: 7.9% |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or direct the vote: -0- |
| | (ii) | Shared power to vote or direct the vote: 821,326 |
| | (iii) | Sole power to dispose or direct the disposition: -0- |
| | (iv) | Shared power to dispose or direct the disposition: 821,326 |
| | (a) | Amount beneficially owned: 821,326 |
| | (b) | Percent of class: 7.9% |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or direct the vote: -0- |
| | (ii) | Shared power to vote or direct the vote: 821,326 |
| | (iii) | Sole power to dispose or direct the disposition: -0- |
| | (iv) | Shared power to dispose or direct the disposition: 821,326 |
| | (a) | Amount beneficially owned: 821,326 |
| | (b) | Percent of class: 7.9% |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or direct the vote: -0- |
| | (ii) | Shared power to vote or direct the vote: 821,326 |
| | (iii) | Sole power to dispose or direct the disposition: -0- |
| | (iv) | Shared power to dispose or direct the disposition: 821,326 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following¨
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, 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.
