Iorich Vladimir 4

Accession 0001104659-10-001523

CIK 0001100091other

View on SEC.gov Company Profile

Filed

Jan 12, 7:00 PM ET

Accepted

Jan 13, 3:58 PM ET

Size

20.7 KB

Accession

0001104659-10-001523

Insider Transaction Report

Form 4

Period: 2009-11-27

Alderox, Inc.AROX

PALA INVESTMENTS HOLDINGS LTD

10% Owner

Transactions

Other
16% Convertible Debenture due 2010 (see Remarks and Note)
2009-11-27→ 0 total
Exercise: $0.06Exp: 2010-12-11→ Common Stock (175,484,141 underlying)
Other
Common Stock Warrants (right to buy)
2009-11-27$1.00/sh→ 0 total
Exercise: $0.42→ Common Stock (300,000 underlying)
Other
Common Stock Warrants (right to buy)
2009-11-27$1.00/sh→ 0 total
Exercise: $0.42→ Common Stock (7,500,000 underlying)
Other
Common Stock Warrants (right to buy)
2009-11-27$1.00/sh→ 0 total
Exercise: $0.42→ Common Stock (700,000 underlying)

Iorich Vladimir

10% Owner

Transactions

Other
Common Stock Warrants (right to buy)
2009-11-27$1.00/sh→ 0 total
Exercise: $0.42→ Common Stock (700,000 underlying)
Other
16% Convertible Debenture due 2010 (see Remarks and Note)
2009-11-27→ 0 total
Exercise: $0.06Exp: 2010-12-11→ Common Stock (175,484,141 underlying)
Other
Common Stock Warrants (right to buy)
2009-11-27$1.00/sh→ 0 total
Exercise: $0.42→ Common Stock (7,500,000 underlying)
Other
Common Stock Warrants (right to buy)
2009-11-27$1.00/sh→ 0 total
Exercise: $0.42→ Common Stock (300,000 underlying)

Footnotes (11)

[F1]On October 10, 2008, the Initial Debenture, as amended, was amended by an Amendment and Limited Waiver (the "Third Amendment" and collectively, the "Debenture"). The Third Amendment provided that in exchange for PIHL waiving certain defaults under the Debenture by the issuer, the initial conversion price of the First Tranche, Second Tranche, Third Tranche, Fourth Tranche and Fifth Tranche was reduced from $0.13 per share to $0.057 per share. The Debenture initially carried interest of 12% per annum, compounding quarterly. Because the Issuer did not meet certain financial benchmarks by January 31, 2009, the interest rate increased to 16% per annum as of that date. The Debenture would have matured on December 11, 2010.
[F10]Pursuant to the Debenture, PIHL had the option to convert the outstanding balance of principal and accrued but unpaid interest into shares of the Issuer's common stock.
[F11]The amount reported in this column represents the total principal amount of the Debenture (funded and unfunded), plus accrued, unpaid interest that had been capitalized as of September 30, 2009.
[F2]For every dollar of principal advanced under the Debenture, PIHL was entitled to a warrant (a "Warrant" and collectively the "Warrants") to purchase one share of the Issuer's common stock at $0.42 per share.
[F3]The Warrants in connection with the First Tranche, Second Tranche, and Third Tranche would have expired on December 11, 2010. The Warrants of the First Tranche and Third Tranche were exercisable upon issuance. The Warrants of the Second Tranche would have been exercisable when issued.
[F4]The Warrants in connection with the Fourth Tranche would have expired on July 30, 2011 and were exercisable upon issuance.
[F5]The Warrants in connection with the Fifth Tranche would have expired three years from the funding date of such tranche and would have been exercisable when issued.
[F6]As a result of certain defaults under the Debenture by the Issuer, PIHL exercised its rights to collateral under the Debenture. PIHL conducted a public auction of the intellectual property owned by the Issuer and pledged by the Issuer to secure its obligations under the Debenture, at which auction PIHL purchased certain intellectual property collateral securing the Debenture and certain related goodwill by credit bidding $3,100,000 of the amount of the secured obligations lent by PIHL to the Issuer under the Debenture.
[F7]On November 27, 2009, PIHL and the Issuer entered into a Termination Agreement and Mutual Release (the "Termination Agreement"). Under the Termination Agreement, the parties agreed to terminate the Debenture and Warrants. PIHL also agreed to forgive all outstanding indebtedness (including, for principal, interest and fees) and other obligations of the Issuer under or relating to the Debenture. As a result of the Termination Agreement, the Reporting Persons ceased to be the beneficial owner of any Issuer securities.
[F8]The First Tranche, Third Tranche and Fourth Tranche of the Debenture (including the accrued, unpaid interest thereon) were exercisable immediately. The Second and Fifth Tranches would have been exercisable when issued.
[F9]PIHL entered into the Debenture agreement with the Issuer and thus would directly have held any Issuer common stock obtained upon conversion of the Debenture. Because Mr. Iorich may replace any or all members of the boards of PIHL and PGHL, Mr. Iorich may be deemed to have had indirect beneficial ownership of these securities. Please see the Remarks section for additional information about the relationship between PIHL and Mr. Iorich.

Documents

1 file

4
a4.xmlPrimary
4

Issuer

Alderox, Inc.

CIK 0001100091

→

Entity typeother

Related Parties

filerCIK 0001317729

Filing Metadata

Form type: 4
Filed: Jan 12, 7:00 PM ET
Accepted: Jan 13, 3:58 PM ET
Size: 20.7 KB

View on SEC.gov