Page 7 of 12 – SEC Filing
| SCHEDULE 13D |
| CUSIP No. 46116X 101 | Page 7 of 13 Pages |
In addition, at the Effective Time, the Issuer assumed ITIs 2003 Equity Incentive Plan,
as amended, (the 2003 Equity Incentive Plan), and all options to purchase ITIs common stock then outstanding under the 2003 Equity Incentive Plan, and such options became exercisable for an aggregate of 1,462,380 shares of the
Issuers Common Stock, subject to the vesting and other terms of such options. The vesting of such options was not accelerated as a result of the Merger. At the Effective Time, the Issuer also assumed a warrant to purchase ITIs common
stock, and such warrant became exercisable for 1,822 shares of the Issuers Common Stock.
Upon the effectiveness of the Merger, the
Issuers business became the operation of ITI and its business. Immediately following the Effective Time, the Issuers Board of Directors (the Board), which immediately prior to the Effective Time consisted of Samir N. Masri as
the Issuers sole director, appointed Sharon Mates, Ph.D., who was Chairman, President and Chief Executive Officer of ITI, as the Issuers Chairman, President and Chief Executive Officer, to serve on the Board with Mr. Masri. At the
Effective Time, Mr. Masri resigned from all of his positions as an officer of the Issuer. In addition, immediately following the Effective Time, the Board appointed Lawrence J. Hineline, who was the Vice President of Finance, Chief Financial
Officer and Secretary of ITI, as the Issuers Vice President of Finance, Chief Financial Officer and Secretary; Allen A. Fienberg, Ph.D., who was the Vice President of Business Development of ITI, as the Issuers Vice President of Business
Development; Lawrence P. Wennogle, Ph.D., who was the Vice President, Drug Discovery of ITI, as the Issuers Vice President, Drug Discovery; and Kimberly E. Vanover, Ph.D., who was the Vice President, Clinical Development of ITI, as the
Issuers Vice President, Clinical Development. On September 9, 2013, which is the eleventh day following the date that the Issuer filed with SEC, and transmitted to the Issuers sole stockholder prior to the Merger, a Schedule 14f-1
reporting a change in the majority of the Issuers directors, Christopher Alafi, Ph.D., Richard Lerner, M.D., Joel S. Marcus and Sir Michael Rawlins, M.D., FRCP, FMedSci, were appointed to the Board to serve on the Board with Dr. Mates,
and Mr. Masri resigned from the Board as of such date. Each of Dr. Mates, Dr. Alafi, Dr. Lerner, Mr. Marcus, and Sir Michael were directors of ITI immediately prior to the Merger.
Immediately following the Effective Time, the Issuer redeemed all shares of its capital stock issued and outstanding immediately prior to the
Merger. Upon completion of the Merger and this redemption, the former stockholders of ITI held 100% of the outstanding shares of the Issuers capital stock.
Immediately prior to the consummation of the Merger, Alafi Capital owned 3,619,234 shares of ITIs common stock purchased in the Private
Placement and 3,466,535 shares of ITIs preferred stock, which were exchanged for an aggregate of 3,542,885 shares of the Issuers Common Stock upon the consummation of the Merger. Alafi Capital purchased the 3,466,535 shares of ITIs
preferred stock held by Alafi Capital immediately prior to the Merger in ITIs preferred stock financings in May 2002, January 2006, October 2007 and February 2010.
Immediately prior to the consummation of the Merger, Christopher Alafi, Ph.D. beneficially owned 1,007,505 shares of ITIs preferred
stock held by a trust for the benefit of members of the Alafi family, which were exchanged for an aggregate of 503,753 shares of the Issuers Common Stock upon the consummation of the
Merger.12 These 1,007,505 shares of ITIs preferred stock were originally purchased from ITI by Alafi Capital in February 2010 and were subsequently transferred to the trust in December 2012.
In addition, upon the consummation of the Merger, the Issuer assumed options held by Dr. Alafi to purchase 29,375 shares of the Issuers Common Stock.
Immediately prior to the consummation of the Merger, Moshe Alafi owned 31,484 shares of ITIs common stock, which he purchased in the
Private Placement, and which were exchanged for an aggregate of 15,742 shares of the Issuers Common Stock upon the consummation of the Merger.13
Effective August 29, 2013, prior to the Merger, the Issuers sole director and sole stockholder approved by written consent a
restated certificate of incorporation to, among other things, reduce the number of authorized shares of preferred stock, provide for the Issuers Board of Directors to be divided into three classes, require that any action
| 12 | See Footnote 2. Dr. Alafi may also be deemed to beneficially own the shares held by Alafi Capital. See Footnote 3. |
| 13 | Moshe Alafi may also be deemed to beneficially own the shares held by Alafi Capital. See Footnote 8. |
