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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Series C Convertible Note | $ 1 | 04/01/2005 | Â | C4 | Â | 1 | 04/01/2005 | Â (2) | Series C Preferred Stock | (3) | 0 | Â | ||
Series C Convertible Note | $ 1 | 04/01/2005 | Â | C4 | Â | 1 | 04/01/2005 | Â (2) | Warrants to acquire common stock (right to buy) | (3) | 0 | Â | ||
Series C Convertible Preferred Stock | $ 1 | 04/01/2005 | Â | C4 | 287,795 | Â | Â (1) | 03/31/2008 | Common Stock | (4) | 287,795 | Â | ||
Warrants to acquire common stock (right to buy) | $ 1.25 | 04/01/2005 | Â | C4 | 287,795 | Â | Â (1) | 03/31/2010 | Common Stock | (4) | 287,795 | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ISIS Acquisition Partners II LLC C/O WARP TECHNOLOGY HOLDINGS, INC. 151 RAILROAD AVE. GREENWICH, CT 06830 |
 |  X |  |  |
By ISIS Capital Management, LLC Its Managing Member, By Ernest C Mysogland, Its Managing Member | 08/16/2005 | |
**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) | Immediate |
(2) | No expiration date |
(3) | The reported securities are included within a unit purchased by the reporting person for $284,945. The unit consisted of a promissory note, convertible, after inclusion of interest, into 287,795 shares of Series C Convertible Preferred Stock and a warrant to acquire 287,795 shares of common stock. |
(4) | The reporting person converted Series C Convertible Notes, on April 1, 2005, into shares of Series C Convertible Preferred Stock and warrants to acquire common stock. |