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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 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 | ||||||||
Series A Convertible Preferred Stock | (1) (2) | 11/25/2014 | A | 798,747 | (2) | (1) | Common Stock | (2) | (1) (2) | 798,747 (2) | D | ||||
Stock Options (Right to Buy) | $ 0.05 | 11/25/2014 | A | 1,706,978 | (3) | 01/02/2018 | Common Stock | 1,706,978 (4) | (1) | 1,706,978 (4) | D | ||||
Stock Options (Right to Buy) | $ 0.15 | 11/25/2014 | A | 1,706,978 | (3) | 11/04/2021 | Common Stock | 1,706,978 (4) | (1) | 1,706,978 (4) | D | ||||
Stock Options (Right to Buy) | $ 0.15 | 11/25/2014 | A | 1,706,978 | (5) | 07/01/2023 | Common Stock | 1,706,978 (4) | (1) | 1,706,978 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schinazi Raymond F 19805 NORTH CREEK PARKWAY BOTHELL, WA 98011 |
X | X |
/s/ Raymond F. Schinazi | 12/05/2014 | |
**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 November 25, 2014, the issuer merged with RFS Pharma, LLC., a privately-held corporation ("RFS"). Holders of RFS's securities received shares of the issuer's Series A Preferred Stock ("Series A") as merger consideration and the issuer assumed options of certain RFS members to purchase RFS securities. The reporting person, a former principal security holder of RFS, acquired these securities in connection with the merger. The closing price of the issuer's common stock on the OTCBB on November 25, 2014 was $0.53. The shares of Series A do not have an expiration date. |
(2) | Each share of Series A automatically converts into 340.760802 shares of common stock (the "Conversion Ratio") upon the issuer increasing its authorized capital in order to permit the full conversion of all of the issuer's outstanding preferred stock. The Conversion Ratio is subject to adjustment in the event that the issuer issues any stock options to senior executives of the issuer from the Transaction Date through the date the issuer increases its authorized capital. In addition, the Conversion Ratio is subject to successive increases in the event the issuer does not increase its authorized capital by certain dates. |
(3) | The options are fully vested. |
(4) | Pursuant to a stockholder rights agreement between the issuer and the reporting person, the number of options granted is subject to adjustment in the event that the issuer issues any stock options to senior executives of the issuer from the Transaction Date through the date the issuer increases its authorized capital. |
(5) | The options vest in equal annual increments over four years, beginning July 1, 2014, of which 426,745 options are currently vested. |