| Schedule of Issued Common Stock, Warrants and Options |
In accordance with
the terms of the Purchase Agreement, the Merger Agreement, the Subscription Agreement, the Placement Agent Agreements, options
granted under our 2014 Equity Compensation Plan (the “2014 Plan”), including options granted in substitution
of the options granted by Holdings under its 2006 Stock Incentive Plan (the “2006 Plan”), and the Services Agreement
(as defined below), on the Closing Date, we issued the following shares of Common Stock, warrants and options to purchase shares
of Common Stock:
| Holder |
|
Securities |
|
Shares of Common Stock(1) |
|
| |
|
|
|
|
|
| Holdings |
|
Common Stock |
|
|
33,229,093 (2) |
|
| |
|
|
|
|
|
|
| Holders of senior secured convertible promissory notes previously issued by Pharma |
|
Common Stock |
|
|
14,446,777 |
|
| |
|
|
|
|
|
|
| Holders of senior secured convertible promissory notes previously issued by Pharma |
|
Warrants to purchase shares of Common Stock at $0.625 per share that will expire in 5 years |
|
|
14,446,777 |
|
| |
|
|
|
|
|
|
| Holders of convertible unsecured promissory notes issued by Pharma |
|
Common Stock |
|
|
3,353,437 |
|
| |
|
|
|
|
|
|
| Holders of convertible unsecured promissory notes issued by Pharma |
|
Warrants to purchase shares of Common Stock at $0.625 per share that will expire in 5 years |
|
|
3,321,600 |
|
| |
|
|
|
|
|
|
| Purchasers of Common Stock under the Subscription Agreement and the Agincourt Agreements |
|
Common Stock |
|
|
6,276,960 |
|
| |
|
|
|
|
|
|
| Purchasers of Common Stock under the Subscription Agreement and the Agincourt Agreements |
|
Warrants to purchase shares of Common Stock at $0.625 per share that will expire in 5 years |
|
|
6,276,960 |
|
| |
|
|
|
|
|
|
| Placement agents and other persons |
|
Warrants to purchase shares of Common Stock at $0.625 per share that will expire in 5 years |
|
|
3,660,445 (3) |
|
| |
|
|
|
|
|
|
| Certain Service Providers |
|
Warrants to purchase shares of Common Stock at specified price that are not less than $1.25 per share that will expire in 3 years |
|
|
700,000 (4) |
|
| |
|
|
|
|
|
|
| Employees, service providers, and other persons |
|
Equity incentive options or other grants under the 2014 Plan |
|
|
27,756,821 |
|
| |
(1) |
Number of shares after giving effect to the Stock Dividend. |
| |
(2) |
Represents 30,000,000 shares of our Common Stock issued pursuant to the Purchase Agreement and 3,229,093 shares of our Common Stock issued pursuant to the Merger Agreement. |
| |
(3) |
Includes (a) a warrant issued to Highline Research Advisors LLC, which is owned by an affiliate of a principal of Agincourt, to purchase an aggregate of 750,000 shares of our Common Stock, at an exercise price of $0.625 per share, issued in connection with investor relations and financial consulting services provided to Holdings and Pharma and services to be provided to us after the Merger, and (b) a warrant issued to an entity that provides certain website and investment relations related services to us to purchase an aggregate of 250,000 shares of our Common Stock, at an exercise price of $0.625 per share |
| |
(4) |
A warrant to purchase up to 700,000 shares of our Common Stock, that provides for the purchase of: (i) until the date that is 2 years after the Closing Date of the Merger, 500,000 shares at a price based on the initial trading price of the shares of our Common Stock on February 10, 2014 but not less than $1.25 per share; (ii) until the date that is 3 years after the Closing Date of the Merger,100,000 shares at 140% of the price per share of the initial tranche of 500,000 shares; and (iii) until the date that is 3 years after the Closing Date of the Merger, 100,000 shares at 140% of the price per share of the second tranche, all as provided in the form of such warrant which is filed as an exhibit to this Current Report on Form 8-K (the “JLS Warrant”). |
|