UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock (1) | 06/22/2010 | Â (2) | Common Stock | 26,199,240 (3) | $ (3) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Platinum-Montaur Life Sciences, LLC 152 WEST 57TH STREET 54TH FLOOR NEW YORK, NY 10019 |
 |  |  | See Explanation of Responses |
Platinum Partners Value Arbitrage Fund, LP C/O WALKERS CORPORATE SERVICES LIMITED WALKER HOUSE, 87 MARY STREET GEORGETOWN, GRAND CAYMAN, E9 KY1-9002 |
 |  X |  |  |
Platinum-Montaur Life Sciences, LLC, by Platinum Partners Value Arbitrage Fund L.P. as operating member and Platinum Managment (NY) LLC, as general partner, by /s/ Uri Landesman, President | 11/25/2013 | |
**Signature of Reporting Person | Date | |
Platinum Partners Value Arbitrage Fund L.P., by Platinum Managment (NY) LLC, as general partner, by /s/ Uri Landesman, President | 11/25/2013 | |
**Signature of Reporting Person | Date |
* | 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) | This Form 3 is filed jointly by Platinum-Montaur Life Sciences, LLC ("Montaur") and Platinum Partners Value Arbitrage Fund L.P. ("PPVA" and, together with Montaur, the "Reporting Persons") in respect of securities held directly by them. Effective November 13, 2013, the Issuer appointed Michael M. Goldberg, M.D., Portfolio Manager of Montaur, to the Board of Directors of the Issuer (the "Board"). Dr. Goldberg has agreed that for as long as he is a member of the Board he will not, directly or indirectly, have any power to direct or cause the direction of voting or disposition of any securities of the Issuer directly or beneficially owned by the Reporting Persons and any other persons or entities controlling, controlled by, or under common control with them. The Reporting Persons and their respective officers, members, managers and affiliates disclaims beneficial ownership of the securities disclosed herein, except to the extent of any pecuniary interest therein, and this report shall not |
(2) | The Series B Convertible Preferred Stock shall automatically convert into shares of Common Stock on December 31, 2013, subject to the limitations of the 9.99% Blocker (described below). |
(3) | Pursuant to the Certificate of Designations of the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock is convertible into 3,270 shares of Common Stock provided that the conversion would not result in the holder owning more than 9.99% of the Common Stock outstanding at the time of conversion except on 61 days' prior written notice to the Issuer that the holder waives such limitation (the "9.99% Blocker"). |