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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 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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jones Randal 4903 OAK HILL ROAD CHAPEL HILL, NC 27514 |
X | |||
Fremantle, LLC 4903 OAK HILL ROAD CHAPEL HILL, NC 27514 |
X |
/s/ Randal Jones | 10/17/2018 | |
**Signature of Reporting Person | Date | |
/s/ Fremantle, LLC by Randal Jones | 10/17/2018 | |
**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). |
Remarks: On September 24, 2018, the Issuer entered into and subsequently consummated the transactions contemplated by an Agreement and Plan of Merger among the Issuer, ITX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer, Second ITX Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, Ichorion Therapeutics, Inc., a Delaware Corporation ("Ichorion"), and a Holders' Representative, providing for the merger of Ichorion with the Issuer, with Ichorion surviving as a wholly owned subsidiary of the Issuer (the "Merger"). The consideration for the Merger at closing consisted of 5,798,735 shares of the Issuer's Common Stock, par value $0.001 per share (the "Merger Shares"), as adjusted for Estimated Working Capital. As a result of the Issuer's issuance of the Merger Shares, the Reporting Persons' beneficial ownership of the Issuer is now below 10%, and the Reporting Persons are no longer subject to Section 16. |