Page 8 of 14 – SEC Filing Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share (the “Common Stock”) Item 2(e). CUSIP Number:
03674U 20 1 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
/x/ Not applicable.
(a) / / Broker or dealer registered under Section 15 of the Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) / / Investment company registered under Section 8 of the Investment Company Act.
(e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
(k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4. Ownership
(a) Amount beneficially owned:
The Reporting Persons hold 15,000 shares of Series X Preferred Stock, par value $0.001 per share (the “Series X Preferred Stock”). The Series X Preferred Stock is convertible into Common Stock at a per share rate of one thousand (1,000) divided by the conversion price of the Series X Preferred Stock (the “Series X Conversion Price”). The Series X Conversion Price will be equal to the lower of: (a) $2.95, the closing price for the Common Stock as reported on NASDAQ on September 6, 2016, or (b) the five-day volume-weighted average price (“VWAP”) of the Issuer’s Common Stock over the five full trading days following the earlier of (1) the date of the Issuer’s initial public announcement of topline and/or efficacy data from the ongoing Chablis-SC1 study or (2) if applicable, the date of the Issuer’s initial public announcement of the suspension (including through the imposition of a clinical hold), abandonment or other termination of the Chablis-SC1 study. Assuming a Series X Conversion Price of $2.95, the Series X Preferred Stock would be convertible into an aggregate of approximately 5,084,745 shares of Common Stock.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share (the “Common Stock”)
| Item 2(e). | CUSIP Number: |
03674U 20 1
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| | /x/ | Not applicable. |
| | (a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. |
| | (b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| | (c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| | (d) | / / | Investment company registered under Section 8 of the Investment Company Act. |
| | (e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| | (f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| | (g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| | (h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| | (i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| | (j) | / / | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| | (k) | / / | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Item 4. | Ownership |
| | (a) | Amount beneficially owned: |
| | The Reporting Persons hold 15,000 shares of Series X Preferred Stock, par value $0.001 per share (the “Series X Preferred Stock”). The Series X Preferred Stock is convertible into Common Stock at a per share rate of one thousand (1,000) divided by the conversion price of the Series X Preferred Stock (the “Series X Conversion Price”). The Series X Conversion Price will be equal to the lower of: (a) $2.95, the closing price for the Common Stock as reported on NASDAQ on September 6, 2016, or (b) the five-day volume-weighted average price (“VWAP”) of the Issuer’s Common Stock over the five full trading days following the earlier of (1) the date of the Issuer’s initial public announcement of topline and/or efficacy data from the ongoing Chablis-SC1 study or (2) if applicable, the date of the Issuer’s initial public announcement of the suspension (including through the imposition of a clinical hold), abandonment or other termination of the Chablis-SC1 study. Assuming a Series X Conversion Price of $2.95, the Series X Preferred Stock would be convertible into an aggregate of approximately 5,084,745 shares of Common Stock. |
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