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 |
Non-Qualified Stock Options
|
02/07/2013(1)
|
02/07/2018 |
Common Stock
|
25,000
|
$
0.5
|
D
|
Â
|
Non-Qualified Stock Options
|
02/07/2013(2)
|
02/07/2018 |
Common Stock
|
25,000
|
$
0.5
|
D
|
Â
|
Series J convertible Preferred Stock
|
02/06/2013(3)
|
02/06/2016 |
Common Stock
|
56,250
|
$
(4)
|
D
(3)
|
Â
|
Series J common Stock Warrants
|
02/06/2013(5)
|
02/06/2016 |
Common Stock
|
56,250
|
$
0.4
|
D
(5)
|
Â
|
* |
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) |
Stock options vested immediately. |
(2) |
Stock options will vest monthly over a one year vesting period. |
(3) |
The terms of Series J Convertible Preferred Stock contain a limitation on conversion which prevents the Reporting Person from converting shares of Series J Convertible Preferred Stock into Shares of Common stock if, after giving effect to the conversion, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99% upon not less than 61 days prior written notice to the Company. Since the Reporting Person currently beneficially owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities. |
(4) |
Pursuant to a certain Securities Purchase Agreement, dated February 6, 2013, among the Company, the Reporting Person and the other purchasers named therein, the Reporting Person purchased 56 "Units" at a purchase price of $0.40 per Unit. Each Unit consisted of (i) one share of Series J Convertible Preferred Stock, convertible into 1,000 shares of the Company's Common Stock, and (ii) a warrant to purchase 1,000 shares of Common Stock, which warrant is exercisable until February 6, 2016. |
(5) |
The Series J Common Stock Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99% upon not less than 61 days prior written notice to the Company. Since the Reporting Person currently beneficially owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities. |