Sec Form 13D Filing - JENKINS HOWARD M filing for COMPREHENSIVE CARE CORP (CHCR) - 2010-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Comprehensive Care Corporation

(Name of issuer)

Common Stock

(Title of class of securities)

204620-20-7

(CUSIP number)

Howard M. Jenkins

c/o Comprehensive Care Corporation

3405 West Dr. Martin Luther King, Jr. Boulevard, Suite 101, Tampa, Florida 33607, 813-288-4808

(Name, address and telephone number of person authorized to receive notices and communications)

June 4, 2010

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

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).

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SCHEDULE 13D/A

This constitutes Amendment No. 2 to the Statement on Schedule 13D dated June 10, 2009 (the “Statement”) relating to the common stock (the “Common Stock”) of Comprehensive Care Corporation, a Delaware corporation (the “Issuer”). Unless specifically amended or modified herein, the disclosure set forth in the Statement shall remain unchanged.

Item 3 of the Statement is hereby restated in its entirety as follows:

The consideration given on January 20, 2009 to acquire 2,000,000 shares of the Issuer’s Common Stock was 2,000,000 Class A common shares of Core Corporate Consulting Group, Inc. (“Core”), a privately held corporation incorporated in 2008 in Delaware with its principal office in Colesville, Maryland. As a shareholder of Core, the Reporting Person exchanged his Class A common shares for shares of the Issuer pursuant to a Merger Agreement between Core and the Issuer dated January 20, 2009 (the “Merger Agreement”).

The consideration given on February 25, 2009 to acquire an additional 6,000,000 shares of the Issuer’s Common Stock was $1,500,000 paid from the personal funds of the Reporting Person.

On May 27, 2009, pursuant to a subscription agreement dated May 21, 2009, the Reporting Person paid $2,000,000 from personal funds to the Issuer for the right to receive 8,000,000 shares after the Issuer amended its Restated Certificate of Incorporation to increase its authorized Common Stock, which occurred on June 17, 2009.

On June 25, 2009, pursuant to a subscription agreement dated June 24, 2009, the Reporting Person purchased a Callable Convertible Promissory Note (the “Note”) in the amount of $2,000,000 from the Issuer. The source of funds to acquire the Note was the personal funds of the Reporting Person.

On June 4, 2010, pursuant to a subscription agreement dated April 14, 2010, the Reporting Person purchased a Convertible Promissory Note (the “Convertible Note”) in the amount of $2,000,000 from the Issuer. As part of such purchase, the Reporting Person acquired a five-year Warrant (the “Warrant”) from the Issuer to purchase up to 1,000,000 shares of the Issuer’s Common Stock at an exercise price of $0.25 per share. The source of funds to acquire the Convertible Note and accompanying Warrant was the personal funds of the Reporting Person.

On July 27, 2010, pursuant to a subscription agreement dated July 27, 2010, the Reporting Person purchased 4,600,000 shares of the Issuer’s Common Stock (the “Shares”) at a purchase price of $0.25 per share for an aggregate purchase price of $1,150,000. The source of funds to acquire the Shares was the personal funds of the Reporting Person.

Item 4 of the Statement is hereby restated in its entirety as follows:

The Reporting Person acquired 2,000,000 shares of the Issuer’s Common Stock as a shareholder of Core pursuant to the Merger Agreement in connection with the transactions contemplated by the Merger Agreement. An additional 6,000,000 shares of Common Stock were acquired from the Issuer on February 25, 2009 in exchange for $1,500,000 in cash. The Reporting Person acquired 8,000,000 shares of Common Stock on June 19, 2009 in exchange for $2,000,000 paid to and received by the Issuer on May 27, 2009.

On June 25, 2009, the Reporting Person purchased the aforementioned Note. The Note accrued interest at the rate of 10.0% per annum and matured June 24, 2010 (“Maturity Date”). On the Maturity Date, the principal plus the accrued interest was converted into 6,285,714 shares of the Issuer’s Common Stock at a conversion price of $0.35 per share as payment in full of the outstanding principal balance of the Note and all accrued interest thereon.

On June 4, 2010, the Reporting Person purchased the aforementioned Convertible Note. The Convertible Note matures on June 4, 2011 and accrues interest at the rate of 24% per annum payable

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quarterly in arrears. The Convertible Note provides that the Reporting Person may convert the outstanding principal balance of the Convertible Note plus any accrued interest thereon calculated through the date of redemption, into shares of the Issuer’s Common Stock at a conversion price of $0.25 per share. The Issuer has the right to prepay all or part of the Convertible Note after thirty days from the date of issuance upon providing the Reporting Person with five days written notice during which time the Reporting Person may exercise all, or any portion of, the Reporting Person’s conversion rights described above. As part of such purchase, the Reporting Person acquired the aforementioned Warrant. If the Reporting Person were to convert the Convertible Note in full into the Issuer’s Common Stock as of June 4, 2010, 8,000,000 shares of the Issuer’s Common Stock would be issuable. If the Reporting Person exercised the Warrant in full at any time before June 4, 2015, 1,000,000 shares of the Issuer’s Common Stock would be issuable.

On July 27, 2010, the Issuer purchased the aforementioned Shares for investment purposes.

The Reporting Person does not have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of Issuer or its subsidiaries, or other transactions which might have the effect of causing Issuer’s Common Stock to cease to be listed on an exchange market or causing the Common Stock to become eligible for termination of registration under section 12(g) of the Act. The Reporting Person also retained the right to change his investment intent at any time, to acquire additional shares of Common Stock or other securities of Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by him (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Person may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

Item 5 of the Statement is hereby restated in its entirety as follows:

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The Reporting Person is not party to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7 of the Statement is hereby amended by adding the following at the end thereof:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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