Sec Form 13D Filing - HIRSCHMAN ORIN filing for HOPTO INC PAR $ (HPTO) - 2005-02-17

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Item 1.

Security and Issuer

This Statement on Schedule 13D relates to the shares of Common Stock,  $.0001 par value per share (the “Shares”), of GraphOn Corporation, a Delaware corporation (the “Company”), including certain Shares currently held, certain Shares currently issuable upon exercise of warrants, certain Shares issuable upon the automatic conversion of Series A Participating Convertible Preferred Stock of the Company (subject to approval of an amendment to the Restated Certificate of Incorporation of the Company (the “Amendment”) by the Company’s shareholders), and certain Shares issuable upon exercise of warrants that will be exercisable to purchase Common Stock upon the approval of the Amendment. The reporting persons have assumed, for purposes of Rule 13d-3(d)(1), that the Amendment will be adopted within sixty days of the filing of this Schedule 13D.  The principal executive offices of the Company are located at 3130 Winkle Avenue, Santa Cruz, California 95065.

Item 2.

Identity and Background

AIGH Investment Partners, LLC:

This Statement is filed by AIGH Investment Partners, LLC, a Delaware limited liability company (“AIGH”) by virtue of its direct beneficial ownership of Shares. The principal business of AIGH is making investments.   The address of AIGH’s principal office is 6006 Berkeley Ave., Baltimore, MD 21209. AIGH has not been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).  During the past five years, AIGH has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 of finding any violation with respect to such laws.

Orin Hirschman:

(a) This Statement is filed by Orin Hirschman by virtue of his direct and indirect beneficial ownership of Shares.

(b) The business address of Orin Hirschman is 6006 Berkeley Ave., Baltimore, MD 21209.

(c) Orin Hirschman’s principal occupation is making investments.  Such occupation is conducted in part for AIGH, the principal business of which is making investments.  The address of AIGH’s principal office is 6006 Berkeley Ave., Baltimore, MD 21209.

(d) Orin Hirschman has not been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).

(e) During the past five years, Orin Hirschman has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 of finding any violation with respect to such laws.

(f) Orin Hirschman is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

AIGH:

Working Capital

Orin Hirschman:

Personal Funds

Item 4.

Purpose of Transaction

Each of AIGH and Hirschman acquired the securities that are the subject of this Schedule 13D (the “Securities”) for investment only. Depending upon their evaluations of the Company's investments and prospects, and upon future developments (including, but not limited to,  the market for the Securities, the effective yield on the Securities, availability of funds, alternative uses of funds, and money, stock market and general economic conditions), AIGH and Hirschman may from time to time purchase additional securities of the Company, dispose of all or a portion of the securities that they hold, or cease buying or selling securities of the Company. Any such additional purchases or sales of the Securities may be in open market or privately-negotiated transactions or otherwise.

Item 5.

Interest in Securities of the Issuer

AIGH:

(a) AIGH beneficially owns an aggregate of 4,555,200 Shares, representing 9.6% of the Shares of the Company (based on information as to the number of outstanding Shares provided by the Company).  The amount of Shares beneficially owned includes (i) 3,036,800 shares of Common Stock issuable upon the automatic conversion of Series A Participating Convertible Preferred Stock (subject to approval of the Amendment by the Company’s shareholders) and (ii) 1,518,400 shares of Common Stock issuable upon exercise of warrants that will be exercisable to purchase Common Stock upon the approval of the Amendment.  If the Amendment is not timely approved, the 3,036,800 Shares and 1,518,400 Shares referred to in (i) and (ii) will not be deemed beneficially owned.  AIGH has assumed, for purposes of Rule 13d-3(d)(1), that the Amendment will be adopted within sixty days of the filing of this Schedule 13D. 

(b) AIGH has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of no Shares. AIGH has shared power to vote or to direct the vote, and shared power to dispose or direct the disposition, of the 4,555,200 Shares of which it may be deemed the beneficial owner.  Such shared power is shared with Orin Hirschman, as managing member of AIGH.  The information required by Item 2 with respect to Orin Hirschman is provided in Item 2 above.

(c) AIGH acquired beneficial ownership of 4,555,200 Shares in a private placement conducted by the Company on February 2, 2005, at a price of $27 per unit (each unit consisting of one share of Series A Participating Convertible Preferred Stock and one warrant exercisable for the purchase of one-half share of Series B Participating Convertible Preferred Stock).

(d) Orin Hirschman, as managing member of AIGH, has the power to direct the receipt of proceeds from the sale of the Shares beneficially owned by AIGH.

(e) Not Applicable

Orin Hirschman:

(a) Orin Hirschman beneficially owns an aggregate of 9,120,417 Shares, representing 18.6% of the Shares of the Company (based on information as to the number of outstanding Shares provided by the Company).  The amount of Shares beneficially owned includes (i) 3,043,478 shares of Common Stock currently held, (ii) 1,521,739 shares of Common Stock currently issuable upon exercise of warrants, (iii) 3,036,800 shares of Common Stock issuable upon the automatic conversion of Series A Participating Convertible Preferred Stock (subject to approval of the Amendment by the Company’s shareholders), and (iv) 1,518,400 shares of Common Stock issuable upon exercise of warrants that will be exercisable to purchase Common Stock upon the approval of the Amendment.  If the Amendment is not timely approved, the 3,036,800 Shares and 1,518,400 Shares referred to in (iii) and (iv) will not be deemed beneficially owned.  Orin Hirschman has assumed, for purposes of Rule 13d-3(d)(1), that the Amendment will be adopted within sixty days of the filing of this Schedule 13D.

(b) Orin Hirschman has sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of an aggregate of 4,565,217 Shares of which he may be deemed the beneficial owner. Orin Hirschman has shared power to vote or to direct the vote, and shared power to dispose or direct the disposition, of an aggregate of 4,555,200 Shares of which he may be deemed the beneficial owner; such shared power is shared with AIGH.  The information required by Item 2 with respect to AIGH is provided in Item 2 above.

(c) On February 2, 2005, Orin Hirschman acquired beneficial ownership of 4,555,200 of the Shares that he beneficially owns in a private placement conducted by the Company, at a price of $27 per unit (each unit consisting of one share of Series A Participating Convertible Preferred Stock of the Company and one warrant exercisable for the purchase of one-half share of Series B Participating Convertible Preferred Stock of the Company).

(d) Not Applicable

(e) Not Applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not Applicable

Item 7.

Material to Be Filed as Exhibits

Joint Filing Agreement, dated as of February 2, 2005, by and between AIGH and Orin Hirschman.

February  2, 2005.

AIGH Investment Partners, LLC

By:

/s/ AIGH INVESTMENT PARTNERS, LLC

Name: Orin Hirschman

Title: Managing Member

/s/ ORIN HIRSCHMAN

Orin Hirschman

AIGH Investment Partners, LLC

By:

/s/ AIGH INVESTMENT PARTNERS, LLC

Name: Orin Hirschman

Title: Managing Member

/s/ ORIN HIRSCHMAN

Orin Hirschman