Page 10 of 12 – SEC Filing
| SCHEDULE 13D |
| CUSIP No. 46116X 101 | Page 10 of 13 Pages |
| (iv) | Shared power to dispose or to direct the disposition of: |
| Alafi Capital Company, LLC | 0 shares | |
| Christopher Alafi, Ph.D. | 3,953,270 shares20 | |
| Moshe Alafi | 3,953,270 shares21 |
(c) Except as set forth in Item 4 of this Schedule 13D, the Reporting Persons have not effected any
transactions with respect to the shares of the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The information contained in Item 4 is incorporated herein by reference.
Registration Rights Agreement
At
the closing of the Private Placement, ITI entered into a registration rights agreement with the investors in the Private Placement (including Alafi Capital and Moshe Alafi) and also the existing stockholders of ITI who agreed to become parties to
certain provisions of the agreement (including Dr. Alafi) or who may choose to become parties in the future. The Issuer assumed the registration rights agreement in connection with the Merger. Pursuant to the registration rights agreement and
subject to the rules and regulations of the SEC, the Issuer agreed to file a shelf registration statement covering the resale of the shares of its Common Stock held by the investors in the Private Placement and the shares of the Issuers common
stock held by the former stockholders of ITI who are parties to the agreement. In accordance with the registration rights agreement, the Issuer filed a shelf registration statement on Form S-1 on September 18, 2013, which was initially declared
effective by the Securities and Exchange Commission on December 18, 2013.
The registration rights agreement provided that the Issuer
will be liable to each investor in the Private Placement (but not to the former stockholders of ITI who are parties to the agreement) for liquidated damages, on a 30-day basis, equal to 1.0% of the aggregate purchase price paid by the investor for
the registrable shares of the Issuers Common Stock then held by the investor, subject to an overall cap of 5%, (i) if the Issuer failed to file the registration statement on time, (ii) if the registration statement was not declared
effective within 150 days from the date of the registration rights agreement (January 26, 2014), (iii) if the Issuer suspended (subject to limited blackout periods described below) or terminates the registration statement prior to the date
which is the earlier of (x) the third anniversary of its effectiveness (or the third anniversary of the date on which all registrable shares are included therein, if later) and (y) the date on which all of the registrable shares cease to
be registrable shares, or (iv) in the event one or more suspensions of the effectiveness of the registration statement exceeds 60 days in the aggregate during any 12-month period. The Issuer filed a post-effective amendment to the shelf
registration statement on Form S-3 on May 14, 2014, which was declared effective by the Securities and Exchange Commission on May 16, 2014. The registration rights agreement provided that expenses with respect to the filing and
effectiveness of such registration statement (but not selling expenses, or underwriter or agent compensation) will be paid by the Issuer, including expenses of one counsel for the selling stockholders.
Lock-Up Agreement in Underwriting Agreement
The Underwriting Agreement by and among the Issuer and the Underwriters (as defined therein) dated September 27, 2017 contains a lock-up
agreement applicable to the certain stockholders of the Issuer (including Alafi Capital, Dr. Alafi, a trust for the benefit of Dr. Alafis family, and Moshe Alafi). Pursuant to the lock-up agreements,
| 20 | See Footnote 5. |
| 21 | See Footnote 9. |
