4//SEC Filing
GLUCKSTERN STEVEN M 4
Accession 0001019687-09-001305
CIK 0001316925other
Filed
Apr 8, 8:00 PM ET
Accepted
Apr 9, 7:39 PM ET
Size
15.3 KB
Accession
0001019687-09-001305
Insider Transaction Report
Form 4
GLUCKSTERN STEVEN M
DirectorPresident and CEO10% Owner
Transactions
- Other
Convertible Promissory Note
2009-04-07+0→ 0 total(indirect: See Footnote)Exercise: $0.23→ Common Stock - Other
Warrants (right to buy)
2009-04-07+0→ 0 total(indirect: See Footnote)Exercise: $0.23Exp: 2014-07-01→ Common Stock
Footnotes (8)
- [F1]The applicable conversion price of the Convertible Promissory Note (the "Convertible Promissory Note") is subject to anti-dilution adjustments and other adjustments set forth in Note 5 below and the exercise price of the Warrants (the "Warrants") is subject to anti-dilution adjustments and other adjustments set forth in Note 8 below.
- [F2]Provided in Exhibit 99.1 attached hereto.
- [F3]Provided in Exhibit 99.1 attached hereto.
- [F4]The Convertible Promissory Note will remain outstanding and, at the times described in Note 3 above, convertible into the Issuer's securities (as described in Note 3 above) until all outstanding loans under the Loan Agreement shall be repaid by the Issuer.
- [F5]Provided in Exhibit 99.1 attached hereto.
- [F6]Under the terms of the Sharing Agreement, in consideration of the grant of the participation interest in the Convertible Promissory Note and Warrants to the Reporting Person thereunder, the Reporting Person agreed to fund 16.8% of the aggregate amount funded by the Lender under the Loan Agreement and the Warrants (together with related costs and expenses).
- [F7]In the event that the Issuer consummates a Qualified Financing on or prior to the Maturity Date, the holder of the Warrants may exercise the Warrants for the securities sold by the Issuer in such Qualified Financing. If the Issuer does not consummate a Qualified Financing on or prior to the Maturity Date, the Warrants will thereafter be exercisable into shares of Common Stock until July 1, 2014.
- [F8]At any time at which the Warrants are exercisable for securities sold by the Issuer in a Qualified Financing (as described in Note 7 above), the Warrants shall be exercisable for such number of securities sold by the Issuer in such Qualified Financing that could have been acquired by the holder of the Warrants based on the $2.5 million principal amount of the loan at an exercise price equal to the price of the securities sold in the Qualified Financing. At any time at which the Issuer does not consummate a Qualified Financing and the Warrants are exercisable into shares of Common Stock (as described in Note 7 above), the Warrants will be exercisable into such number of shares of Common Stock as is equal to $2,500,000 (or, in the event that the maturity date of the loans under the Loan Agreement is extended by the Issuer to August 30, 2009, $3,000,000) divided by the then effective exercise price, which shall initially be $0.23 per share.
Issuer
Ivivi Technologies, Inc.
CIK 0001316925
Entity typeother
Related Parties
1- filerCIK 0001079309
Filing Metadata
- Form type
- 4
- Filed
- Apr 8, 8:00 PM ET
- Accepted
- Apr 9, 7:39 PM ET
- Size
- 15.3 KB