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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant to Purchase Common Stock | $ 0.35 | 10/26/2007 | P(2) | 1,191,667 | 10/26/2007 | 10/25/2012 | Common Stock | 1,191,667 | (5) | 1,191,667 | I | See footnotes (2) (3) | |||
Warrant to Purchase Common Stock | $ 0.35 | 10/26/2007 | P(3) | 1,058,333 | 10/26/2007 | 10/25/2012 | Common Stock | 1,058,333 | (5) | 1,058,333 | I | See footnotes (3) (4) | |||
Warrant to Purchase Common Stock | $ 0.35 | 10/26/2007 | P(1) | 833,333 | 10/26/2007 | 10/25/2012 | Common Stock | 833,333 | (5) | 833,333 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TONEY C FRED 500 3RD STREET, SUITE 535 SAN FRANCISCO, CA 94107 |
X | X |
/s/ C. Fred Toney | 10/30/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These purchases were made by the reporting person in a private (PIPE) transaction with the issuer. |
(2) | These purchases were made by MedCap Partners (see footnote 3) in a private (PIPE) transaction with the issuer. As a holder of more than 10% of the issuer's common stock for Section 16 purposes, MedCap Partners is separately reporting these purchases on a Form 4. |
(3) | 13,991,256 shares of common stock reported on this Form 4 are beneficially held by MedCap Partners L.P. ("MedCap Partners"), 2,420,163 shares are beneficially held by an offshore investment limited partnership (the "Offshore Fund") and the balance is held by C. Fred Toney directly (after giving effect to the transactions reported on this Form 4). MedCap Management & Research LLC ("MMR"), a registered investment advisor, is the general partner and investment manager of both MedCap Partners and the Offshore Fund. C. Fred Toney, the Chairman of the issuer's Board of Directors, is the managing member of MMR, and Mr. Toney also holds, directly or indirectly, limited partnership interests in MedCap Partners. Each of MMR and Mr. Toney expressly disclaims beneficial ownership in the securities reported on this Form 4, except to the extent of their respective pecuniary interests therein. |
(4) | These purchases were made by the Offshore Fund (see footnote 2) which is not itself the beneficial owner of more than 10% of the issuer's common stock for Section 16 purposes, in a private (PIPE) transaction with the issuer. |
(5) | The warrants were issued in connection with the private (PIPE) transaction with the issuer in which the issuer sold common stock and warrants. The warrants are immediately exercisable, have an exercise price of $0.35 per share and have a five (5) year term. |