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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 | ||||||||
| Warrant (Right to Buy) (1) | $ 0.075 | 01/30/2018 | J(3) | 1 | (3) | 10/15/2025 | Common Stock, $0.0005 par value | 6,321,930 | (3) | 1 | I | By: BP Peptides, LLC (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lipman Matthew E. 122 E.42ND STREET SUITE 4305 NEW YORK, NY 10168 |
X | X | ||
| BP Peptides, LLC 122 EAST 42ND STREET SUITE 4305 NEW YORK, NY 10168 |
X | X | ||
| By: /s/ Matthew E. Lipman | 02/01/2018 | |
| **Signature of Reporting Person | Date | |
| By: BP Peptides, LLC, By: /s/ Matthew E. Lipman, Manager and President | 02/01/2018 | |
| **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) | This Form 4 is filed jointly by BP Peptides, LLC ("BP Peptides") and Matthew E. Lipman (collectively, the "Reporting Persons"). Mr. Lipman is a director of the Issuer. BP Peptides may be deemed to be a director by deputization by virtue of the fact that Mr. Lipman, the Manager and President of BP Peptides, is a director of the Issuer. |
| (2) | Represents securities owned directly by BP Peptides. As the Manager and President of BP Peptides, Mr. Lipman may be deemed to beneficially own the securities owned directly by BP Peptides. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| (3) | The Warrant was issued by the Issuer to BP Peptides in consideration of BP Peptides' agreement to defer all accrued but unpaid interest due under its loan to the Issuer until October 15, 2020 (the "Maturity Date"). The Warrant vests quarterly in accordance with Schedule 1 thereto and will be fully vested on the Maturity Date; provided, however, that in the event of a Deferred Interest Repayment (as defined in the Warrant), then all vesting shall immediately terminate and lapse as to any Warrant shares that have not yet vested and none of such Warrant shares shall become vested. In no event may the Warrant be exercised if and to the extent that such exercise would be inconsistent with or constitute a violation of the Issuer's Tax Benefit Preservation Plan. |