UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
AXM
Pharma
Inc.
(Name
of
Issuer)
Common
Stock, $0.01 par
value
(Title
of
Class of Securities)
002457109
(CUSIP
Number)
July
2,
2008
(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)
R
Rule
13d-1(c)
£
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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).
|
1.
|
Names
of Reporting Persons.
|
Enable
Capital Management, LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
£
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
1,185,202
|
|
6.
|
Shared
Voting Power
|
0
|
|
7.
|
Sole
Dispositive Power
|
1,185,202
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,185,202
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
5.3%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
1.
|
Names
of Reporting Persons.
|
Mitchell
S. Levine
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a)
£
(b)
£
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
|
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
1,185,202
|
|
6.
|
Shared
Voting Power
|
0
|
|
7.
|
Sole
Dispositive Power
|
1,185,202
|
|
8.
|
Shared
Dispositive Power
|
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
1,185,202
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
£
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
5.3%
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN
|
|
Item
1(a).
|
Name
of Issuer:
|
AXM
Pharma Inc.
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
20955
Pathfinder Road, Suite 100
Diamond
Bar, CA 91765
|
Item
2(a).
|
Names
of Persons Filing:
|
Enable
Capital Management, LLC (“ECM”)
Mitchell
S. Levine
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
The
principal business address of the reporting persons is One Ferry Building,
Suite
255, San Francisco, CA 94111.
Reference
is made to Item 4 of pages 2 and 3 of this Schedule 13G (this “Schedule”), which
Items are incorporated by reference herein.
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock
002457109
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person 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
§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).
Reference
is hereby made to Items 5-9 and 11 of pages 2 and 3 of this Schedule, which
Items are incorporated by reference herein.
The
securities to which this Schedule relates (the “Securities”) are owned by
certain investment limited partnerships and other client accounts, for which
ECM
serves as general partner and/or investment manager. ECM, as those
investment limited partnerships’ and client accounts’ general partner and/or
investment manager, and Mitchell S. Levine, as managing member and majority
owner of ECM, may therefore be deemed to beneficially own the Securities owned
by such investment limited partnerships and client accounts for the purposes
of
Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”),
insofar as they may be deemed to have the power to direct the voting or
disposition of those Securities.
Neither
the filing of this Schedule nor any of its contents shall be deemed to
constitute an admission that ECM or Mr. Levine is, for any other purpose, the
beneficial owner of any of the Securities, and each of ECM and Mr. Levine
disclaims beneficial ownership as to the Securities, except to the extent of
his
or its pecuniary interests therein.
Under
the
definition of “beneficial ownership” in Rule 13d-3 under the Securities Exchange
Act of 1934, it is also possible that the individual general partners, executive
officers, and members of the foregoing entities might be deemed the “beneficial
owners” of some or all of the Securities insofar as they may be deemed to share
the power to direct the voting or disposition of the
Securities. Neither the filing of this Schedule nor any of its
contents shall be deemed to constitute an admission that any of such individuals
is, for any purpose, the beneficial owner of any of the Securities, and such
beneficial ownership is expressly disclaimed.
The
calculation of percentage of beneficial ownership in item 11 of pages 2 and
3
was derived from the Issuer’s Form 10-QSB Quarterly Report filed with the
Securities and Exchange Commission (the “SEC”) on May 22, 2006, in which the
Issuer stated that the number of shares of its common stock outstanding as
of
May 17, 2006 was 22,406,175 shares. The Issuer has not filed a report
with the SEC showing the number of shares of its common stock outstanding as
of
a more recent date.
|
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.
|
ECM
serves as general partner and investment manager to certain client accounts
that
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Issuer’s common stock. Other
than as reported in this Schedule, no individual client’s holdings exceed five
percent of that common stock.
|
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.
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.
|
Dated: August
4, 2008
|
ENABLE
CAPITAL MANAGEMENT, LLC
By:
/s/ Mitchell
S.
Levine
Mitchell
S. Levine, its Managing Member
|
|
|
MITCHELL
S. LEVINE
/s/
Mitchell S.
Levine
Mitchell
S. Levine
|
EXHIBIT
INDEX
|
Exhibit A
|
Joint
Filing Undertaking
|
Page
8
|
EXHIBIT
A
JOINT
FILING UNDERTAKING
The
undersigned, being authorized thereunto, hereby execute this agreement as an
exhibit to this Schedule 13G to evidence the agreement of the below-named
parties, in accordance with rules promulgated pursuant to the Securities
Exchange Act of 1934, to file this Schedule, as it may be amended, jointly
on
behalf of each of such parties.
|
Dated: August
4, 2008
|
ENABLE
CAPITAL MANAGEMENT, LLC
By:
/s/ Mitchell
S.
Levine
Mitchell
S. Levine, its Managing Member
|
|
|
MITCHELL
S. LEVINE
/s/
Mitchell S.
Levine
Mitchell
S. Levine
|
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