1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Convertible Promissory Note
|
03/31/2009 |
10/15/2011(1)
|
Common Stock
|
400,000
(2)
|
$
0.5
|
I
|
Title in the securities held by a corporation wholly owned by Reporting Person.
|
Warrant to Purchase Common Stock
|
03/31/2009 |
10/15/2011 |
Common Stock
|
400,000
|
$
1
|
I
|
Title in the securities held by a corporation wholly owned by Reporting Person.
|
Option to Purchase Common Stock
|
08/18/2012(3)
|
08/18/2021 |
Common Stock
|
8,334
|
$
0.35
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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 Reporting Person, through a corporation wholly owned by Reporting Person, purchased a convertible promissory note from the Issuer pursuant to its Fall 2008 private securities offering. The note matures on October 15, 2011, and may be converted at that time into common stock by the Issuer, or at any time by the Reporting Person. |
(2) |
The principal amount of hte convertible promissory note is convertible into 400,000 shares of the Issuer's common stock at a conversion rate of $0.50 per share. In addition to the principal, the note accrues interest at a annual rate of 10%, and allows the Issuer, at its option, to pay the accrued interest in cash or in common stock. The number of shares indicated in this Form 3, 400,000, includes only the shares issuable upon conversion of the principal, and does not include shares issuable should the Issuer choose to pay interest by converting to common stock. |
(3) |
This Option to Purchase Common Stock was issued to the Reporting Person automatically on August 18, 2011, pursuant to the terms of the Issuer's 2007 Equity Incentive Plan, upon being elected as an non-employee Director of the Issuer. |