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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 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 | ||||||||
| Common Stock Warrants | $ 2.94 | 01/15/2016 | D | 3,000 (7) | 01/15/2015 | 01/15/2020 | Common Stock | 3,000 | (4) | 0 | D | ||||
| Common Stock Warrants | $ 3 | 01/15/2016 | D | 3,000 (7) | 01/15/2015 | 01/15/2020 | Common Stock | 3,000 | (4) | 0 | D | ||||
| Common Stock Warrants | $ 3.5 | 01/15/2016 | D | 3,000 (7) | 01/15/2015 | 01/15/2020 | Common Stock | 3,000 | (4) | 0 | D | ||||
| Options | $ 1.5 | 01/19/2016 | D | 27,000 (5) | (6) | 08/12/2020 | Common Stock | 27,000 | (6) | 0 | D | ||||
| 0% Series B Convertible Preferred Stock, par value $0.001 | (7) | 01/21/2016 | A | 225 (7) | 01/21/2016 | (8) | Common Stock | 4,500 | $ 0.61 | 225 | D | ||||
| 0% Series B Convertible Preferred Stock, par value $0.001 | (7) | 01/21/2016 | C | 225 | 01/21/2016 | (8) | Common Stock | 4,500 | $ 0.61 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LOUGEE ANTHONY 777 ALEXANDER ROAD, SUITE 100 PRINCETON, NJ 08540 |
Chief Financial Officer | |||
| Anthony Lougee | 01/25/2016 | |
| **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) | On January 19, 2016, the Issuer entered into an exchange agreement (the "Option Exchange Agreement") with the Reporting Person with respect to options held by the Reporting Person. Pursuant to the Option Exchange Agreement, the Reporting Person exchanged options to purchase 27,000 shares of common stock of the Issuer for a restricted stock grant in the aggregate amount of 27,000 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan (the "Restricted Stock Grant"). The Restricted Stock Grant was vested in full upon issuance. |
| (2) | On January 21, 2016, the Reporting Person converted 225 shares of 0% Series B Convertible Preferred Stock ("Series B Preferred Stock") which have a stated value of $12.20 per share into 4,500 shares of common stock based upon a conversion price of $0.61 per share. |
| (3) | No commission or other payment was received by the Issuer in connection with the Option Exchange Agreement or the Bridge Exchange Agreement (defined below) (collectively the "Exchange Agreements"). Such exchanges were conducted pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (as amended, the "Securities Act"), and the common stock and the Series B Preferred Stock issuable pursuant to the Exchange Agreements and the shares of common stock issuable upon conversion of the Series B Preferred Stock have been issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by the Issuer and the Reporting Person where no commission or other remuneration is paid or given directly or indirectly by the Issuer for soliciting such exchange. |
| (4) | The Reporting Person purchased $7,500 of notes and warrants (the "Bridge Warrants") to purchase 9,000 shares of the Issuer's common stock at exercise prices between $2.94 and $3.50 per share. The Bridge Warrants are exercisable for a five (5) year period commencing on the six month anniversary from the date of issuance. |
| (5) | On January 19, 2016, the Issuer entered into an exchange agreement (the "Option Exchange Agreement") with the Reporting Person pursuant to which the Reporting Person exchanged options to purchase 27,000 shares of common stock of the Issuer for a restricted stock grant in the aggregate amount of 27,000 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan. |
| (6) | Options were granted at an exercise price equal to the closing market price of the Company's common stock on the date of the grant or $1.50, and are exercisable as follows: one third of the options are exercisable on August 12, 2015, one third of the options are exercisable on August 12, 2016 and the balance of the options is exercisable on August 12, 2017. |
| (7) | On January 15, 2016, the Issuer entered into an exchange agreement (the "Bridge Exchange Agreement") with the Reporting Person with respect to the Bridge Warrants. Pursuant to the Bridge Exchange Agreement, the Reporting Person exchanged Bridge Warrants to purchase 9,000 shares of common stock for 225 shares of 0% Series B Convertible Preferred Stock ("Series B Preferred Stock"). The Reporting Person may convert the shares of Series B Preferred Stock into such number of shares of common stock of the Issuer based on a conversion ratio, the numerator of which shall be the Base Amount (defined hereafter) and denominator of which shall be the Conversion Price (defined hereafter). "Base Amount" is defined, as of the applicable date of determination, the sum of (1) $12.20 per share, subject to adjustment, plus (2) the accrued and unpaid dividends on Series B Preferred Stock. The "Conversion Price" of the Series B Preferred Stock is initially $0.61, subject to adjustment. |
| (8) | The Series B Preferred Stock has no expiration date. |