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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 8 | (5) | 11/05/2020 | Common Stock | 3,750 | 3,750 | D | ||||||||
Stock Option (right to buy) | $ 2.4 | (6) | 11/04/2023 | Common Stock | 68,448 | 68,448 | D | ||||||||
Stock Option (right to buy) | $ 2.9 | (7) | 01/24/2024 | Common Stock | 34,224 | 34,224 | D | ||||||||
2012 Series A Warrants (right to buy) | $ 1.36 (8) | 12/18/2012 | 12/18/2017 | Common Stock | 599,064 (8) | 599,064 (8) | I | Pontifax (Cayman) II L.P. (2) | |||||||
2013 Series D Warrants (right to buy) | $ 2.14 (8) | 10/29/2013 | 10/29/2018 | Common Stock | 380,714 (8) | 380,714 (8) | I | Pontifax (Cayman) II L.P. (2) | |||||||
2012 Series A Warrants (right to buy) | $ 1.36 (8) | 12/18/2012 | 12/18/2017 | Common Stock | 451,252 (8) | 451,252 (8) | I | Pontifax (Israel) II L.P. (2) | |||||||
2013 Series D Warrants (right to buy) | $ 2.14 (8) | 10/29/2013 | 10/29/2018 | Common Stock | 286,777 (8) | 286,777 (8) | I | Pontifax (Israel) II L.P. (2) | |||||||
2012 Series A Warrants (right to buy) | $ 1.36 (8) | 12/18/2012 | 12/18/2017 | Common Stock | 175,170 (8) | 175,170 (8) | I | Pontifax (Israel) II - Individual Investors L.P. (2) | |||||||
2013 Series D Warrants (right to buy) | $ 2.14 (8) | 10/29/2013 | 10/29/2018 | Common Stock | 111,323 (8) | 111,323 (8) | I | Pontifax (Israel) II - Individual Investors L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kariv Tomer 200 ROUTE 31 NORTH SUITE 104 FLEMINGTON, NJ 08822 |
X |
/s/ Christopher J. Melsha as Attorney-in-Fact for Tomer Kariv pursuant to Power of Attorney previously filed. | 01/14/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On January 12, 2016, Pontifax (Cayman) II L.P. was issued 707,868 shares upon the automatic conversion of $247,753.81 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Cayman) II L.P. by the Issuer on October 21, 2015. |
(2) | The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(3) | On January 12, 2016, Pontifax (Israel) II L.P. was issued 533,208 shares upon the automatic conversion of $186,622.98 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Israel) II L.P. by the Issuer on October 21, 2015. |
(4) | On January 12, 2016, Pontifax (Israel) II - Individual Investors L.P. was issued 206,986 shares upon the automatic conversion of $72,445.12 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Israel) II - Individual Investors L.P. by the Issuer on October 21, 2015. |
(5) | Currently exercisable. |
(6) | Vests in equal 36-monthly installments commencing 12/4/13. |
(7) | Vests in equal 12-monthly installments commencing 2/24/14. |
(8) | As a result of the Issuer's 1/12/16 private placement of common stock at $0.35/share, the exercise price and number of shares subject to the 2012 Series A Warrants and 2013 Series D Warrants were automatically adjusted to the exercise price and shares reflected, pursuant to anti-dilution adjustment provisions. |