|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (Right to Buy) | $ 0.25 | 05/14/2009 | P | 100,000 | 05/14/2009 | (4) | Common Stock | 100,000 | $ 0 | 100,000 | I | By Sail Venture Partners, LP (3) | |||
| Common Stock Warrants (Right to Buy) (1) | $ 0.3 | 08/26/2009 | C | 478,082 | 08/26/2009 | 08/26/2014 | Common Stock | 478,082 | $ 0 | 478,082 | I | By Sail Venture Partners, LP (3) | |||
| Common Stock Warrants (Right to Buy) (2) | $ 0.3 | 08/26/2009 | C | 401,096 | 08/26/2009 | 08/26/2014 | Common Stock | 401,096 | $ 0 | 401,096 | I | By Sail Venture Partners, LP (3) | |||
| Common Stock Warrants (Right to Buy) | $ 0.3 | 08/26/2009 | P | 540,000 | 08/26/2009 | 08/26/2014 | Common Stock | 540,000 | $ 0 | 540,000 | I | By Sail Venture Partners, LP (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JONES DAVID B 600 ANTON BOULEVARD, SUITE 1010 COSTA MESA, CA 92626 |
X | X | ||
| /s/ David B. Jones | 08/28/2009 | |
| **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 March 30, 2009, the Issuer issued to Sail Venture Partners, LP a Secured Convertible Promissory Note in the principal amount of $250,000. The note provided that in the event the Issuer consummates an equity financing transaction of at least $1,500,000 (excluding any and all notes and other liabilities or indebtedness which are converted) during the term of such note, then the outstanding principal amount and accrued interest on such note shall be automatically converted into the securities issued in the equity financing by dividing such amount by 90% of the per share price paid by the investors in such financing. On August 26, 2009, the Issuer raised approximately $2,000,000 in a private placement at a price of $0.30 per share (the "Private Placement"), and Sail Venture Partners, LP was issued an aggregate of 956,164 shares of common stock and a five year non-callable warrant to purchase 478,082 shares of common stock at an exercise price of $0.30 per share. |
| (2) | On May 14, 2009, the Issuer issued to Sail Venture Partners, LP a Secured Convertible Promissory Note in the principal amount of $200,000 as well as a warrant to purchase 100,000 shares of its common stock at an exercise price of $0.25 per share. The note provided that in the event the Issuer consummates an equity financing transaction of at least $1,500,000 (excluding any and all notes and other liabilities or indebtedness which are converted) during the term of such note, then the outstanding principal amount and accrued interest on such note shall be automatically converted into the securities issued in the equity financing by dividing such amount by 85% of the per share price paid by the investors in such financing. At the close of the Private Placement, Sail Venture Partners, LP was issued an aggregate of 802,192 shares of common stock and a five year non-callable warrant to purchase 401,096 shares of common stock at an exercise price of $0.30 per share. |
| (3) | Sail Venture Partners, LLC is the General Partner of Sail Venture Partners, LP. Mr. Jones, as one of four managing members of Sail Venture Partners, LLC makes investment decisions in relation to these securities. Mr. Jones disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (4) | The expiration date is the earlier of May 31, 2016 or a change of control of the Issuer. |