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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 | ||||||||
Warrants (right to buy) | $ 0.0015 | 11/19/2018 | J(3) | 964,837 | 11/19/2018 | 07/10/2022 | Common Stock | 964,837 | $ 0 | 964,837 | I | See footnote (2) | |||
Warrants (right to buy) | $ 0.0001 | 11/19/2018 | J(4) | 1,713,565 | 11/19/2018 | 05/23/2023 | Common Stock | 1,713,565 | $ 0 | 1,713,565 | I | See footnote (2) | |||
Warrants (right to buy) | $ 0.0015 | 11/19/2018 | X | 964,837 | 11/19/2018 | 07/10/2022 | Common Stock | 964,837 | $ 0 | 0 | I | See footnote (2) | |||
Warrants (right to buy) | $ 0.0001 | 11/19/2018 | X | 1,713,565 | 11/19/2018 | 05/23/2023 | Common Stock | 1,713,565 | $ 0 | 0 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DSM International B.V. HET OVERLOON 1 HEERLEN, P7 6411 TE |
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Koninklijke DSM N.V. HET OVERLOON 1 HEERLEN, P7 6411 TE |
DSM International B.V. By: /s/ Hugh Welsh, President, DSM North America | 11/21/2018 | |
**Signature of Reporting Person | Date | |
Koninklijke DSM N.V. By: /s/ Hugh Welsh, President, DSM North America | 11/21/2018 | |
**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) | In consideration of certain agreements of affiliates of the Reporting Persons set forth in a commercial agreement entered into with the Issuer on November 19, 2018, the Issuer's board of directors approved the issuance of the shares reported herein. |
(2) | The securities reported herein are held of record by DSM International B.V., which is a wholly owned subsidiary of Koninklijke DSM N.V. Accordingly, Koninklijke DSM N.V. may be deemed to share beneficial ownership of the securities held of record by DSM International B.V. Koninklijke DSM N.V. is a publicly traded company with securities listed on the Amsterdam Stock Exchange. |
(3) | In connection with an investment in the Issuer by a third party on August 3, 2017, as agreed by DSM International B.V. and the Issuer on November 19, 2018, the anti-dilution provisions of the Warrants were triggered, resulting in the Warrants becoming exercisable for 964,837 shares of Common Stock at an exercise price of $0.0015 per share, which Warrants were exercised by the Reporting Persons on November 19, 2018. |
(4) | In connection with amendments to existing securities of the Issuer held by a third party on August 17, 2018, as agreed by DSM International B.V. and the Issuer on November 19, 2018, the anti-dilution provisions of the Warrants were triggered, resulting in the Warrants becoming exercisable for 1,713,565 shares of Common Stock at an exercise price of $0.0001 per share, which Warrants were exercised by the Reporting Persons on November 19, 2018. |