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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 | ||||||||
| Second Amended and Restated Convertible Promissory Note (1) | $ 1.61 | 04/16/2018 | A | $ 10,000,000 | 04/16/2018(1) | 03/06/2022(1) | Common Stock, par value $.001 per share | 6,211,180 (1) | $ 1.61 (1) | $ 10,000,000 | I | By Spouse through Boyalife Asset Holding II, Inc. (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Li Yishu 2711 CITRUS ROAD RANCHO CORDOVA, CA 95742 |
X | |||
| /s/ Yishu Li | 04/18/2018 | |
| **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) | The Second Amended and Restated Convertible Promissory Note due March 6, 2022 (the "Note") was issued pursuant to a First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, as reported in the Issuer's Form 8-K filed on April 18, 2018. The Note is in the maximum aggregate principal amount of $10.0 million, and the outstanding balance and accrued but unpaid interest is convertible at any time by the holder thereof at an initial conversion price of $1.61 per share, subject to adjustment as set forth in the Note. |
| (2) | The reported securities are held directly by Boyalife Asset Holding II, Inc. The reporting person is the spouse of Dr. Xiaochun Xu, who is the sole owner and officer of Boyalife Group, Inc., which in turn is the sole owner of Boyalife Asset Holding II, Inc. As such, the reporting person may be deemed to have a pecuniary interest in the securities reported herein and owned directly by Boyalife Asset Holding II, Inc. The reporting person disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of such reporting person's pecuniary interest therein. |