Page 5 of 12 – SEC Filing
| CUSIP No. 038505400 | SCHEDULE 13D | Page 5 of 12 |
Convertible Notes Purchase Agreement and Indenture
On April 21, 2016, the Issuer entered into a Securities Purchase Agreement (the Convertible Notes Purchase Agreement)
with Grifols Worldwide and other purchasers identified therein whereby Grifols Worldwide agreed to purchase $19,950,000 aggregate principal amount of 9% senior convertible notes due 2021 (the Notes) issued by the Issuer. Grifols
Worldwide consummated its purchase of the Notes on April 26, 2016. The Notes were issued pursuant to an Indenture dated April 25, 2016 (the Indenture) between the Issuer and U.S. Bank National Association, as trustee.
The Notes bear interest at a rate of 9% per annum, payable semi-annually (on May 1 and November 1) in arrears, unless earlier purchased or converted. The Notes mature on May 1, 2021 (the Maturity Date). The
Notes are convertible at the option of Grifols Worldwide at any time prior to the close of business on the second business day immediately preceding the Maturity Date. The initial conversion rate of the Notes is 191.9386 shares of common stock for
each $1,000 principal amount of Notes, which represents an initial conversion price of approximately $5.21 per share of common stock. The conversion rate of the Notes, and the corresponding conversion price, will be subject to adjustment for certain
events. At the current conversion rate, the Notes are convertible into 3,829,175 Shares.
Grifols Worldwide acquired the Notes for
investment purposes. The Reporting Persons may, from time to time, and subject to Governance Agreement (as it may be amended, supplemented, or waived, from time to time), depending upon market conditions and other investment considerations, purchase
additional securities of the Issuer for investment or dispose of currently owned Shares or the Notes or engage in any other actions contemplated in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The foregoing description of the Convertible Notes Purchase Agreement is qualified in its entirety by reference to the full text of the
Convertible Notes Purchase Agreement, which is filed as Exhibit 13 and is incorporated herein by reference. The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the full text of the Indenture,
which is filed as Exhibit 14 and is incorporated herein by reference.
Amendment to Governance Agreement
In connection with Grifols Worldwides purchase the Notes, Grifols and the Issuer entered into an amendment of the Governance Agreement,
dated April 21, 2016, pursuant to which the Target Percentage was increased to 43.3% (the Governance Agreement Amendment). Additionally, Grifols and the Issuer also entered into waivers pursuant to which Grifols waived
certain registration and preemptive rights under the Governance Agreement.
The foregoing description of the Governance Agreement
Amendment is qualified in its entirety by reference to the full text of the Governance Agreement Amendment, which is filed as Exhibit 15 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 of this Schedule 13D is amended and restated as follows:
(a) and (b)
The information set
forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 14,951,089 outstanding Shares as of March 12, 2017, as reported in the Issuers Form 10-K filed
on March 30, 2017. Grifols owns 100% of the equity interests of Grifols Worldwide and may be deemed to beneficially own Shares that are beneficially owned by Grifols Worldwide.
Ramón Riera Roca (Riera), Chief Operations Officer and a member of the Board of Directors of Grifols, directly
beneficially owns 12,500 Shares. Riera has the sole power to vote or direct the voting of, and the sole power to dispose or to direct the disposition of, such Shares. Such Shares represent less than 0.1% of all Shares outstanding.
Except as set forth in this Item 5(a), to the knowledge of Grifols and Grifols Worldwide, none of the Schedule A Persons beneficially
owns any Shares.
5
