Page 6 of 8 – SEC Filing
On September 29, 2016, DAFNA LifeScience, L.P. and DAFNA LifeScience Select, L.P. acquired a total of 8,000
shares of Series A Convertible Preferred Stock (Preferred Stock) of the Issuer, and warrants representing the right to purchase an aggregate of 12,307,692 shares of Common Stock (the SPA Warrants), in exchange for a total
consideration of $8,000,000 pursuant to the terms of a Securities Purchase Agreement, dated September 26, 2016, (the SPA). Each share of Preferred Stock is convertible into shares of Common Stock at an initial conversion price of
$0.65 per share, and, when acquired, the SPA Warrants had an initial exercise price of $0.70 per share. Conversion of the Preferred Stock is subject to the Beneficial Ownership Limitation (as discussed below in Item 5). While exercise of the SPA
Warrants was initially subject to the Beneficial Ownership Limitation, DAFNA LifeScience, L.P. and DAFNA LifeScience Select, L.P. each entered into a Consent and Amendment, dated as of February 28, 2018, in which the Issuer agreed, among other
things, to (i) reduce the exercise price of the SPA Warrants for a certain time period and (ii) waive the Beneficial Ownership Limitation with respect to the exercise of the SPA Warrants. On March 5, 2018, DAFNA LifeScience, L.P. and
DAFNA LifeScience Select, L.P. exercised all of the SPA Warrants at an exercise price of $0.28 per share (the Warrant Exercise). The shares purchased through the Warrant Exercise are subject for 18 months to a lock-up agreement in the form attached as Exhibit B to the Consent and Amendment described above.
The Funds utilized
their working capital to acquire the securities described above.
In addition to the Preferred Stock referenced above, the Funds now hold a total of (i)
13,680,554 shares of Common Stock, and (ii) warrants, issued August 7, 2013 (the Warrants), representing the right to purchase an aggregate of 1,041,357 shares of Common Stock. Exercise of the Warrants is subject to the
Beneficial Ownership Limitation (as discussed below in Item 5).
Item 5. Interest in Securities of the Issuer
Items 5(a) – 5(b) are amended and restated to read as follows:
(a), (b) Based on the representations of the Issuer set forth in the Form 10Q filed on November 9, 2017, 22,799,966 shares of Common Stock were
outstanding as of October 31, 2017. In addition, based on the representations of the Issuer set forth in the Form 8-K filed on March 6, 2018, the Issuer issued an additional 35,791,927 shares of
Common Stock as part of the Warrant Exercise, resulting in a total of 58,591,893 shares outstanding of Common Stock. The Funds directly hold an aggregate of 13,680,554 shares of Common Stock, or 23.35% of the total amount of outstanding shares of
Common Stock.
Additionally, the Funds directly hold an aggregate of 8,000 shares of Preferred Stock, initially convertible into an aggregate of
12,307,692 shares of Common Stock, and Warrants representing the right to acquire an aggregate of 1,041,357 shares of Common Stock. The conversion of the Preferred Stock and exercise of the Warrants are restricted to the extent that, upon such
conversion or exercise, the number of shares of Common Stock then beneficially owned by the holder of such securities and its affiliates would exceed 4.99% (The Beneficial Ownership Limitation) of the total number of shares of Common
Stock then outstanding, unless the Beneficial Ownership Limitation is waived or removed.
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