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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 | ||||||||
Series B Preferred Stock | (1) | 04/29/2016 | P(2) | 3,000 | 04/29/2016 | (3) | Common Stock | 30,000 | $ 8 | 3,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Brown Dennis M SUITE 720-999 WEST BROADWAY VANCOUVER, A1 V5Z 1K5 |
X | Chief Scientific Officer |
/s/ Dennis Brown | 05/02/2016 | |
**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) | The Series B Preferred stock is convertible into such number of shares of common stock equal to the number of Preferred Shares to be converted, multiplied by the Stated Value of $8.00, divided by the Conversion Price in effect at the time of the conversion (the initial Conversion Price will be $0.80, subject to adjustment in the event of stock splits, stock dividends, and similar transactions). |
(2) | The Reporting Person purchased Series B Preferred Stock from the Company in a private placement on April 29, 2016 (the "Private Placement"). |
(3) | The Series B Preferred Stock will automatically convert to common stock at the earlier of (a) the Company's lead product candidate, VAL-083, receiving Food and Drug Administration or European Medicines Agency approval (provided that, at the time of such approval, the closing bid price of the common stock is at least $2.00 (subject to adjustment for stock splits or stock dividends) or (b) five years from the final closing of the Private Placement. |