Page 8 of 12 – SEC Filing
| SCHEDULE 13D |
| CUSIP No. 46116X 101 | Page 8 of 13 Pages |
taken by the Issuers stockholders be at a duly called annual or special meeting of stockholders and not by written consent, and to require a supermajority vote of the Issuers
stockholders for the Issuers stockholders to remove any of the Issuers directors, amend, alter or repeal, or adopt any provision inconsistent with, certain provisions contained in the Issuers restated certificate of incorporation,
or to adopt, amend or repeal the Issuers restated bylaws. The restated certificate of incorporation became effective on November 7, 2013. Under the restated certificate of incorporation, the Issuer has authorized capital stock of
105,000,000 shares, of which 100,000,000 shares is designated as Common Stock, and of which 5,000,000 shares is designated as preferred stock, par value $0.0001 per share.
Effective August 29, 2013, the Issuers sole director approved the Issuers restated bylaws to, among other things, provide for
the Board of Directors to be divided into three classes, require that any action taken by the Issuers stockholders be at a duly called annual or special meeting of stockholders and not by written consent, and to require a supermajority vote of
the Issuers stockholders for the Issuers stockholders to remove any of the Issuers directors or to adopt, amend or repeal any provision of the Issuers restated bylaws.
Purchases and Sales of Common Stock
On June 19, 2014, Moshe Alafi sold 15,742 shares of Common Stock to a family member of Mr. Alafi at a price per share equal to the
price at which Mr. Alafi originally purchased shares of ITI, Inc. common stock in the Private Placement, as adjusted for the exchange for shares of the Issuers Common Stock in the Merger, or $6.3528 per share.
Alafi Capital purchased 5,000 shares of Common Stock on the open market at $15.55 per share on November 11, 2014, 5,000 shares of Common
Stock on the open market at $15.23 per share on November 12, 2014, 2,200 shares of Common Stock on the open market at $15.12 per share on November 13, 2014, 133 shares of Common Stock on the open market at $15.07 per share on
November 14, 2014, 3,531 shares of Common Stock on the open market at $14.23 per share on November 18, 2014, 1,034 shares of Common Stock on the open market at $14.25 per share on November 19, 2014, 35,000 shares of Common Stock on
the open market at $14.75 per share on November 28, 2014, 1,422 shares of Common Stock on the open market at $14.75 per share on December 1, 2014, 34,000 shares of Common Stock on the open market at $14.4991 per share on November 14, 2016,
44,174 shares of Common Stock on the open market at $16.3319 per share on December 6, 2016 and 20,826 shares of Common Stock on the open market at $16.1355 per share on December 7, 2016.
Christopher Alafi, Ph.D. purchased 100,000 shares of Common Stock on the open market at $29.703 per share on February 29, 2016.
Purchases of Common Stock in the Issuers March 2015 Public Offering
On March 11, 2015, Dr. Alafi acquired 625,000 shares of Common Stock in the Issuers public offering at the public offering
price of $24.00 per share. Dr. Alafi acquired the Issuers securities in the public offering for investment purposes.
September 2015
Public Offering
On September 28, 2015, the Issuer closed a public offering in which the Issuer sold 7,935,000 shares of Common
Stock. None of the Reporting Persons purchased any shares of Common Stock in the offering. As a result of the offering, the percentage of the outstanding shares of Common Stock beneficially owned by the Reporting Persons decreased by more than 1%.
Purchases of Common Stock in the Issuers 2017 Public Offering
On October 2, 2017, Alafi Capital purchased 258,065 shares of Common Stock in the Issuers public offering at the public offering price of
$15.50 per share. Alafi Capital acquired the Issuers securities in the public offering for investment purposes.
Stock Grants Pursuant to the
Issuers Non-Employee Director Compensation Policy
In accordance with the Issuers Non-Employee Director Compensation
Policy, as compensation for Dr. Alafis role as a director of the Issuer, the Issuers Board of Directors granted Dr. Alafi the following number of shares of common stock on the following dates:
| Date of Grant | Number of Shares | |||
| June 30, 2014 | 1,245 | |||
| September 30, 2014 | 765 | |||
| December 31, 2014 | 594 | |||
| March 31, 2015 | 439 | |||
| June 30, 2015 | 328 | |||
| September 30, 2015 | 262 | |||
| December 31, 2015 | 195 | |||
| March 31, 2016 | 377 | |||
| June 30, 2016 | 373 | |||
| September 30, 2016 | 951 | |||
| December 30, 2016 | 960 | |||
| March 31, 2017 | 892 | |||
| June 30, 2017 | 1,167 | |||
| September 29, 2017 | 918 | |||
| Total | 9,466 | |||
Stock Options Granted Pursuant to the Issuers Non-Employee Director Compensation Policy
As of October 5, 2017, Dr. Alafi holds (1) fully-vested options to purchase an aggregate of 89,375 shares of Common Stock and (2) an option to
purchase 20,000 shares of Common Stock, which vests on June 27, 2018.
Subject to applicable legal requirements, one or more of the
Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuers business, prospects and financial condition, the market for the
Issuers securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons ownership of the Issuers securities, other opportunities available to the Reporting Persons and general economic,
money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the
right to increase or decrease its holdings on such terms and at such times as each may decide.
Other than as described in this
Item 4 or consistent with the rights of the Reporting Persons set forth in the Lock-up Agreements, as defined in Item 6 of this Statement, none of the Reporting Persons has any plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any
