Cohen Doron 4
4 · Selway Capital Acquisition Corp. · Filed Apr 12, 2013
Insider Transaction Report
Form 4
Cohen Doron
Director
Transactions
- Other
Warrant to purchase Common Stock
2013-04-10+33,333→ 33,333 totalExercise: $10.00Exp: 2016-11-07→ Common Stock (33,333 underlying)
Footnotes (3)
- [F1]In connection with the Issuer's initial public offering, Selway Capital Holdings LLC acquired warrants to purchase an aggregate of 2,333,333 shares of the Issuer's common stock at an exercise price of $7.50 per share for an aggregate purchase price of $1,750,000. Pursuant to a Merger Agreement with Healthcare Corporation of America ("Target"), among others, on April 10, 2013, such warrants automatically converted into the right to receive: (i) an aggregate of 100,000 shares of Series C common stock, and (ii) warrants to purchase an aggregate of 1,000,000 shares of common stock at an exercise price of $10.00 per share (the "Exchange Warrants"), of which 966,667 Exchange Warrants were issued to Selway Capital Holdings LLC and 33,333 Exchange Warrants were issued to the Reporting Person.
- [F2]The proceeds from the exercise of the Exchange Warrants will be paid: (i) 75% to the holders of all of the issued and outstanding shares of common stock of Target immediately prior to the time of the merger, and (ii) 25% to certain members of the Target's management. The Exchange Warrants are only exercisable for cash, may not be exercised on a cashless basis, and must be exercised if the closing price for the combined company's common stock exceeds $12.00 per share for 20 trading days in any 30-trading-day period.
- [F3]The warrants may be exercised at any time or from time to time from the consummation of a post-acquisition tender offer or post-acquisition automatic trust liquidation, as the case may be.