1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
8% Convertible Notes
|
Â
(1)
|
Â
(1)
|
Common Stock, $0.001 par value per share
|
165,366
|
$
(1)
|
D
(2)
|
Â
|
8% Convertible Notes
|
Â
(1)
|
Â
(1)
|
Common Stock, $0.001 par value per share
|
70,871
|
$
(1)
|
I
|
By Landmark Charity Foundation
(3)
|
8% Noteholder Warrants
|
Â
(4)
|
10/29/2016 |
Common Stock, $0.001 par value per share
|
67,200
|
$
3.4375
|
D
(5)
|
Â
|
8% Noteholder Warrants
|
Â
(4)
|
10/29/2016 |
Common Stock, $0.001 par value per share
|
28,800
|
$
3.4375
|
I
|
By Landmark Charity Foundation
(3)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 outstanding principal amount of the 8% Convertible Notes, and all accrued interest thereon, will automatically convert into shares of common stock at a
conversion price of $2.1875 per share upon the consummation of the Company's initial public offering. |
(2) |
Includes 8% Convertible Notes held by Dr. Gelbfish and his wife, jointly, that are convertible into 94,495 shares of common stock, and 8% Convertible Notes held by
Dr. Gelbfish as custodian for certain of his children that are convertible into 70,871 shares of common stock. |
(3) |
Dr. Gelbfish and his wife are trustees of Landmark Charity Foundation. |
(4) |
These warrants will become exercisable upon the consummation of the Company's initial public offering. |
(5) |
Includes 8% Noteholder Warrants held by Dr. Gelbfish and his wife, jointly, that are exercisable for 38,400 shares of common stock, and 8% Noteholder Warrants
held by Dr. Gelbfish as custodian for certain of his children that are exercisable for 28,800 shares of common stock. |