|
1.
|
Names
of Reporting Persons
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
|
6. SHARED
VOTING POWER
|
2,992,019
|
|
|
7. SOLE
DISPOSITIVE POWER
|
0
|
|
|
8. SHARED
DISPOSITIVE POWER
|
2,992,019
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
|
1.
|
Names
of Reporting Persons
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
|
6. SHARED
VOTING POWER
|
2,992,019
|
|
|
7. SOLE
DISPOSITIVE POWER
|
0
|
|
|
8. SHARED
DISPOSITIVE POWER
|
2,992,019
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
|
1.
|
Names
of Reporting Persons
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
|
6. SHARED
VOTING POWER
|
See
Item 4
|
|
|
7. SOLE
DISPOSITIVE POWER
|
0
|
|
|
8. SHARED
DISPOSITIVE POWER
|
See
Item 4
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
|
1.
|
Names
of Reporting Persons
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
|
6. SHARED
VOTING POWER
|
See
Item 4
|
|
|
7. SOLE
DISPOSITIVE POWER
|
0
|
|
|
8. SHARED
DISPOSITIVE POWER
|
See
Item 4
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
|
1.
|
Names
of Reporting Persons
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH:
|
5. SOLE
VOTING POWER
|
0
|
|
6. SHARED
VOTING POWER
|
See
Item 4
|
|
|
7. SOLE
DISPOSITIVE POWER
|
0
|
|
|
8. SHARED
DISPOSITIVE POWER
|
See
Item 4
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11.
|
Percent
of Class Represented by Amount in Row
(9)
|
|
12.
|
Type
of Reporting Person (See
Instructions)
|
|
(a)
|
The
name of the issuer is Advanced Growing Systems, Inc. (the “Issuer”).
|
|
(b)
|
The
principal executive offices of the Issuer are located at 3050 Royal Blvd.
South, Suite 135, Alpharetta, Georgia
30022.
|
|
(a)
|
This
Statement is being filed by (i) Vision Opportunity Master Fund, Ltd., a
Cayman Islands company (the “Master Fund”), (ii)
Vision Capital Advisors, LLC, a Delaware limited liability company (the
“Investment
Manager”), (iii) Vision Capital Advantage Fund, L.P., a Delaware
limited partnership (“VCAF”; and together
with the Master Fund, the “Funds”), (iv) VCAF GP,
LLC, a Delaware limited liability company (“VCAF GP”), which serves
as the general partner of VCAF, and (v) Adam Benowitz, the Managing Member
of the Investment Manager (all of the foregoing, collectively, the “Filers”). Each
of the Funds is a private investment vehicle engaged in investing and
trading in a wide variety of securities and financial instruments for its
own account. The Funds directly beneficially own all of the
shares reported in this Statement. Mr. Benowitz and the
Investment Manager (and VCAF GP, with respect to the shares owned by VCAF)
may be deemed to share with the Master Fund and VCAF voting and
dispositive power with respect to such shares. Each Filer disclaims
beneficial ownership with respect to any shares other than those
beneficially owned directly by such
Filer.
|
|
(b)
|
The
principal business office of the Master Fund
is:
|
|
(c)
|
For
citizenship information see Item 4 of the cover page of each
Filer.
|
|
(d)
|
This
Statement relates to the Common Stock, par value $0.001 per share, of the
Issuer (the “Common
Stock”).
|
|
(e)
|
The
CUSIP Number of the Common Stock is listed on the cover pages
hereto.
|
|
(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
240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
|
A
parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A
savings associations 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).
|
|
(b)
|
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.
|
|
ADAM
BENOWITZ
|
|
|
VISION
CAPITAL ADVISORS, LLC
|
|
|
VISION
OPPORTUNITY MASTER FUND, LTD.
|
|
|
VCAF
GP, LLC
|
|
|
VISION
CAPITAL ADVANTAGE FUND, L.P.
|
|
|
By:
|
/s/ Adam Benowitz
|
|
Adam
Benowitz, for himself, as Managing Member
of
the Investment Manager, as Managing Member of
VCAF
GP (for itself and on behalf of VCAF), and as
a
Director of the Master Fund
|
|