3//SEC Filing
MetaMorphix Inc. 3
Accession 0001104659-06-009675
CIK 0001289370operating
Filed
Feb 14, 7:00 PM ET
Accepted
Feb 15, 6:22 AM ET
Size
25.9 KB
Accession
0001104659-06-009675
Insider Transaction Report
Form 3
New Frontiers Capital, LLC
10% Owner
Holdings
Warrant to Purchase Common Stock No. WMBR-12-B
Exercise: $4.00→ Common Stock, par value $0.001 per share- (indirect: By LLC)
Series E Conv. Preferred Stock, par value $0.001 per share
Exercise: $4.00→ Common Stock, par value $0.001 per share (6,750,000 underlying) - (indirect: By LLC)
Warrant to Purchase Common Stock No. WMBR-40
Exercise: $4.00→ Common Stock, par value $0.001 per share (390,000 underlying) - (indirect: By LLC)
10% Secured Convertible Promissory Note No. MBR-40
Exercise: $4.00→ Common Stock, par value $0.001 per share Warrant to Purchase Common Stock No. WMBR-12
Exercise: $4.00→ Common Stock, par value $0.001 per sharePromissory Note
Exercise: $4.00→ Common Stock, par value $0.001 per share10% Secured Convertible Promissory Note No. MBR-12
Exercise: $4.00→ Common Stock, par value $0.001 per share10% Secured Convertible Promissory Note No. MBR-12-I
Exercise: $4.00→ Common Stock, par value $0.001 per share
FORSYTHE GERALD R
10% Owner
Holdings
- (indirect: By LLC)
Series E Conv. Preferred Stock, par value $0.001 per share
Exercise: $4.00→ Common Stock, par value $0.001 per share (6,750,000 underlying) Warrant to Purchase Common Stock No. WMBR-12-B
Exercise: $4.00→ Common Stock, par value $0.001 per sharePromissory Note
Exercise: $4.00→ Common Stock, par value $0.001 per share10% Secured Convertible Promissory Note No. MBR-12
Exercise: $4.00→ Common Stock, par value $0.001 per share- (indirect: By LLC)
Warrant to Purchase Common Stock No. WMBR-40
Exercise: $4.00→ Common Stock, par value $0.001 per share (390,000 underlying) Warrant to Purchase Common Stock No. WMBR-12
Exercise: $4.00→ Common Stock, par value $0.001 per share- (indirect: By LLC)
10% Secured Convertible Promissory Note No. MBR-40
Exercise: $4.00→ Common Stock, par value $0.001 per share 10% Secured Convertible Promissory Note No. MBR-12-I
Exercise: $4.00→ Common Stock, par value $0.001 per share
Footnotes (20)
- [F1]The issuer's Series E Convertible Preferred Stock, par value $0.001 per share (the "Series E Stock"), is convertible into the issuer's Common Stock, par value $0.001, without the payment of additional consideration, based on a liquidation value of $17.50 per share of Series E Stock and a current conversion price of $4.00 for each share of Common Stock into which the Series E Stock converts. Pursuant to the terms of the Series E Stock, this conversion price could change based on actions taken by the issuer relating to the issuance of additional equity securities, and if this were to occur the number of shares into which the Series E Stock is convertible would change. Also, the number of shares of Common Stock into which the Series E Stock is convertible, and the price at which the Series E Stock would convert into Common Stock, is subject to adjustment to reflect changes in the issuer's capital stock such as stock splits, reverse stock splits, stock dividends, and similar events.
- [F10]New Note and the New Warrant is convertible would change. Also, the number of shares of Common Stock into which each of the New Note and New Warrant is convertible, and each of the price at which the New Note would convert into Common Stock and the exercise price of the New Warrant, is subject to adjustment to reflect changes in the issuer's capital stock, such as stock splits, reverse stock splits, stock dividends and similar events. Also, the terms under which the issuer makes any new Subsequent Offerings, into each of which the First Note may be converted, may be different from those of the current Subsequent Offering.
- [F11]As of the date of the event requiring the filing of this statement, the outstanding principal amount of the First Note plus accrued and unpaid interest thereon was $323,416.67.
- [F12]The First Note is convertible at the discretion of the reporting person into a Subsequent Financing, which, based on the current Subsequent Financing, would provide the reporting person with the New Note and New Warrant, and has a maturity date of the earlier of: (i) March 31, 2006 and (ii) the receipt of certain funds by the issuer, as defined in the terms of the First Note. Each of the New Note and the New Warrant would be convertible and exercisable, respectively, at the discretion of the reporting person at any time. The New Note would have a maturity date of three years after the date of its issuance and would automatically convert into the issuer's Common Stock upon the closing of an initial public offering of the issuer's Common Stock that meets criteria that would be specified in the terms and conditions of the New Note. The New Warrant would have a termination date five years after the date of its issuance.
- [F13]These derivative securities are owned directly by Gerald R. Forsythe.
- [F14]The issuer's Warrant to Purchase Common Stock No. WMBR-12 (the "Mezzanine Warrant") is convertible into all or a portion of 75,000 shares of the issuer's Common Stock, par value $0.001, upon payment of an exercise price of $4.00 for each share of Common Stock into which the Mezzanine Warrant converts. Pursuant to the terms of the Mezzanine Warrant, this exercise price could change based on actions taken by the issuer relating to the issuance, sale or registration of its equity securities, and, if this were to occur, the exercise price of the Mezzanine Warrant would change. Also, the exercise price of the Mezzanine Warrant is subject to adjustment to reflect changes in the issuer's capital stock such as stock splits, reverse stock splits, stock dividends and similar events.
- [F15]The Mezzanine Warrant is exercisable at the discretion of the reporting person and has a termination date of December 29, 2010.
- [F16]The issuer's Warrant to Purchase Common Stock No. WMBR-12-B (the "Incentive Warrant") is convertible into all or a portion of 12,500 shares of the issuer's Common Stock, par value $0.001, upon payment of an exercise price of $4.00 for each share of Common Stock into which the Incentive Warrant converts. Pursuant to the terms of the Incentive Warrant, this exercise price could change based on actions taken by the issuer relating to the issuance, sale or registration of its equity securities, and if this were to occur the exercise price of the Incentive Warrant would change. Also, the exercise price of the Incentive Warrant is subject to adjustment to reflect changes in the issuer's capital stock such as stock splits, reverse stock splits, stock dividends and similar events.
- [F17]The Incentive Warrant is exercisable at the discretion of the reporting person and has a termination date of December 29, 2010.
- [F18]Each of the issuer's 10% Convertible Promissory Notes No. MBR-12 and No. MBR-12-I (each, a "Mezzanine Note" and together, the "Mezzanine Notes") is convertible into the issuer's Common Stock, par value $0.001, without the payment of additional consideration, based on the all or a portion of the principal amount of each Mezzanine Note, accrued and unpaid interest thereon and a current conversion price of $4.00 for each share of Common Stock into which each Mezzanine Note converts.
- [F19]Pursuant to the terms of the Mezzanine Notes, this conversion price could change based on actions taken by the issuer relating to the issuance, sale or registration of its equity securities, and, if this were to occur, the number of shares into which each Mezzanine Note is convertible would change. Also, the number of shares of Common Stock into which each Mezzanine Note is convertible, and the price at which each Mezzanine Note would convert into Common Stock, is subject to adjustment to reflect changes in the issuer's capital stock such as stock splits, reverse stock splits, stock dividends and similar events.
- [F2]The Series E Stock is convertible at the discretion of the reporting person at any time and has no expiration date. The Series E Stock will automatically convert into the issuer's Common Stock upon the closing of an initial public offering of the issuer's Common Stock that meets criteria specified in the terms and conditions of the Series E Stock.
- [F20]Each Mezzanine Note is convertible at the discretion of the reporting person at any time and has a maturity date of December 29, 2008. Each Mezzanine Note will automatically convert into the issuer's Common Stock upon the closing of an initial public offering of the issuer's Common Stock that meets criteria specified in the terms and conditions of the Mezzanine Notes.
- [F3]These derivative securities are owned directly by New Frontiers Capital, LLC and indirectly by Gerald R. Forsythe as the Managing Member of New Frontiers Capital, LLC.
- [F4]The issuer's 10% Secured Convertible Promissory Note No. MBR-40 (the "Note") is convertible into the issuer's Common Stock, par value $0.001, without the payment of additional consideration, based on all or a portion of the principal amount of the Note, accrued and unpaid interest thereon and a current conversion price of $4.00 for each share of Common Stock into which the Note converts. Pursuant to the terms of the Note, this conversion price could change based on actions taken by the issuer relating to the issuance, sale or registration of its equity securities, and if this were to occur the number of shares into which the Note is convertible would change. Also, the number of shares of Common Stock into which the Note is convertible, and the price at which the Note would convert into Common Stock, is subject to adjustment to reflect changes in the issuer's capital stock such as stock splits, reverse stock splits, stock dividends, and similar events.
- [F5]The Note is convertible at the discretion of the reporting person at any time and has a maturity date of January 5, 2009. The Note will automatically convert into the issuer's Common Stock upon the closing of an initial public offering of the issuer's Common Stock that meets criteria specified in the terms and conditions of the Note.
- [F6]The issuer's Warrant to Purchase Common Stock No. WMBR-40 (the "Warrant") is convertible into all or a portion of 390,000 shares of the issuer's Common Stock, par value $0.001, upon payment of an exercise price of $4.00 for each share of Common Stock into which the Warrant converts. Pursuant to the terms of the Warrant, this exercise price could change based on actions taken by the issuer relating to the issuance, sale or registration of its equity securities, and if this were to occur the exercise price of the Warrant would change. Also, the exercise price of the Warrant is subject to adjustment to reflect changes in the issuer's capital stock such as stock splits, reverse stock splits, stock dividends, and similar events.
- [F7]The Warrant is exercisable at the discretion of the reporting person at any time and has a termination date of January 5, 2011.
- [F8]The issuer's promissory Note ("First Note") may be converted into a private placement of the issuer's debt or equity securities (each such placement, a "Subsequent Financing"), which the issuer offers after the date of the First Note, on the same terms as the Subsequent Financing. Pursuant to the terms of the issuer's current Subsequent Financing, if the First Note were converted into such current Subsequent Financing, the First Note would be converted into (i) a convertible promissory note (the "New Note"), in the amount of the then outstanding principal amount, and all accrued and unpaid interest thereon, if any, of the First Note when it is converted into the current Subsequent Financing, convertible into the issuer's Common Stock, par value $0.001, without the payment of additional consideration, based on all or a portion of the principal amount of the New Note, accrued and unpaid interest thereon and a current price of $4.00 for each share of
- [F9]Common Stock into which the New First Note converts and (ii) a warrant to purchase common stock (the "New Warrant"), convertible into all or a portion of an amount of shares equal to 10% times the quotient obtained by dividing: (a) the outstanding principal amount, and all accrued and unpaid interest thereon, if any, of the First Note when it is converted into the current Subsequent Financing by (b) $4.00, upon payment of an exercise price of $4.00 for each share of Common Stock into which the New Warrant converts. Pursuant to the terms of the New Note and New Warrant into which the First Note would convert if it was converted into the Subsequent Financing, the conversion price and the exercise price could change based on actions taken by the issuer relating to the issuance, sale or registration of its equity securities, and, if this were to occur, the number of shares into which each of the
Documents
Issuer
MetaMorphix Inc.
CIK 0001289370
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001289370
Filing Metadata
- Form type
- 3
- Filed
- Feb 14, 7:00 PM ET
- Accepted
- Feb 15, 6:22 AM ET
- Size
- 25.9 KB