|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
|||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Series A Preferred Stock | Â | 10/23/2012 | Â | P | 900 | Â | 10/23/2012(2) | Â (2) | Common Stock | (3) | 900 | Â | ||
| Warrant (right to buy) | Â | 10/23/2012 | Â | P | 900,000 | Â | 04/23/2012 | 10/23/2017 | Common Stock | (3) | 900,000 | Â | ||
| Series A Preferred Stock | Â | 10/23/2012 | Â | P | 100 | Â | 10/23/2012(2) | Â (2) | Common Stock | (3) | 100 | Â | ||
| Warrant (right to buy) | Â | 10/23/2012 | Â | P | 100,000 | Â | 04/23/2012 | 10/23/2017 | Common Stock | (3) | 100,000 | Â | ||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BVP GP LLC 100 PRINCETON SOUTH CORPORATE CENTER SUITE 150 EWING, NJ 08628 |
 |  X |  |  |
| BATTELLE VENTURES, L.P. 100 PRINCETON SOUTH CORPORATE CENTER SUITE 150 EWING, NJ 08628 |
 |  X |  |  |
| IVP GP, LLC 100 PRINCETON SOUTH CORPORATE CENTER SUITE 150 EWING, NJ 08628 |
 |  X |  |  |
| INNOVATION VALLEY PARTNERS, L.P. 100 PRINCETON SOUTH CORPORATE CENTER SUITE 150 EWING, NJ 08628 |
 |  X |  |  |
| /s/ Rakefet Kasdin, as member of BVP GP, LLC, the general partner of Battelle Ventures, L.P., and as member of IVP GP, LLC, the general partner of Innovation Valley Partners, L.P. | 02/13/2013 | |
| **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) | Each 1/1000 of a share of Series A Preferred Stock is convertible into such number of shares of Common Stock equal to (i) $2.00 divided by the conversion price then in effect (which conversion price is initially equal to $2.00), plus (ii) an amount equal to all accrued but unpaid dividends on such fractional share dividend by the closing price of Common Stock on the trading day immediately preceding the date of conversion, unless the Issuer has elected to pay the dividend amount on each upon conversion. The conversion price of the Series A Preferred Stock is subject to full ratchet antidilution protection such that, in the event the Issuer issues shares of Common Stock or securities convertible into shares of Common Stock at an effective per share price less than the conversion price then in effect, the conversion price shall be reduced to the effective price per share for such additional shares of Common Stock. |
| (2) | The shares of Series A Preferred Stock are convertible at any time at the option of the holder and will automatically convert into Common Stock upon (i) the consent of the holders of a majority of the shares of the Series A Preferred Stock, (ii) the conversion of the majority of shares of the Series A Preferred Stock, or (iii) the second to occur of (A) FDA Approval of the Issuer's NP101 product candidate and (B) consummation of a financing, licensing, partnership or other corporate collaboration resulting in gross proceeds to the Issuer of at least $22 million. |
| (3) | The purchase price of each Unit (consisting of 1/1000 of a share of Series A Preferred Stock and one Warrant to acquire one share of Common Stock) was $2.00. |
| (4) | Reflects the securities of the Issuer owned directly by Battelle Ventures, L.P. ("BVLP"), of which BVP, GP, LLC ("BVPGP") is the general partner. For purposes of this Form 5, BVPGP disclaims ownership of the shares of stock owned by BVLP, except to the extent of its pecuniary interest therein. |
| (5) | BVP GP, LLC and IVP GP, LLC are under common control; however, under the "rule of three", there are no other beneficial owners. |
| (6) | The exercise price of the Warrants is subject to full ratchet antidilution protection such that, in the event the Issuer issues shares of Common Stock or securities convertible into shares of Common Stock at an effective per share price less than the exercise price then in effect, the exercise price shall be reduced to the effective price per share for such additional shares of Common Stock. The full ratchet antidilution feature of the Warrants will terminate concurrently with the automatic conversion of the Series A Preferred Stock. |
| (7) | Reflects the securities of the Issuer owned directly by Innovation Valley Partners, L.P. ("IVP"), of which IVP GP, LLC ("IVPGP") is the general partner. For purposes of this Form 5. IVPGP disclaims ownership of the shares of stock owned by IVP, except to the extent of its pecuniary interest therein. |