4//SEC Filing
WIJCIK LYNDA L 4
Accession 0001181431-10-018076
CIK 0001383529other
Filed
Mar 23, 8:00 PM ET
Accepted
Mar 24, 9:08 PM ET
Size
10.2 KB
Accession
0001181431-10-018076
Insider Transaction Report
Form 4
WIJCIK LYNDA L
Director10% Owner
Transactions
- Sale
Series A-1 Senior Secured 10% Convertible Note
2010-03-11$225000.00/sh(indirect: By LLC)Exp: 2010-06-30→ Securities - Sale
Warrant to Purchase Shares of Common Stock (right to buy)
2010-03-11+150,000→ 150,000 total(indirect: By LLC)Exercise: $1.50From: 2010-03-11Exp: 2015-03-31→ Common Stock ($0.0001 par value) (150,000 underlying)
Footnotes (5)
- [F1]The exercise price of the Warrant is subject to adjustment pursuant to the terms and conditions of the Warrant
- [F2]At no time may a holder of the Warrant exercise the Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such holder and its affiliates at such time, the number of shares of Common Stock which would result in such holder and its affiliates beneficially owning in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of the Warrant providing sixty-one (61) days notice that such holder would like to waive this restriction with regard to any or all shares of Common Stock issuable upon exercise of the Warrant, this restriction will be of no force or effect with regard to all or a portion of the Warrant referenced in the notice.
- [F3]The Warrants were issued in connection with the purchase of notes pursuant to the Note and Warrant Purchase Agreement dated as of March 11, 2010, for no additional consideration. The number of shares of Common Stock (par value $0.0001 per share) exerciseable under the Warrant is equal the amount of notes purchased by the holder of the Warrant pursuant to the Note and Warrant Purchase Agreement dated as of March 11, 2010 times a fraction of 2/$3, rounded to the nearest whole share.
- [F4]Effective as of the closing of a Qualified Financing (as defined in the Series A-1 Senior Secured 10% Convertible Note), any and all outstanding principal and accrued interest represented by the Series A-1 Senior Secured 10% Convertible Note shall automatically convert into the same type or package of securities of NovaRay Medical, Inc. issued or issuable in the Qualified Financing as if the holder was investing new capital into such Qualified Financing.
- [F5]Reporting Person is the managing Member of BioBridge LLC and exercises investment and voting control over the securities. Reporting Person disclaims benefiicial ownership of shares held by BioBridge LLC, except to the extent of her pecuniary interest therein.
Documents
Issuer
NovaRay Medical, Inc.
CIK 0001383529
Entity typeother
Related Parties
1- filerCIK 0001421391
Filing Metadata
- Form type
- 4
- Filed
- Mar 23, 8:00 PM ET
- Accepted
- Mar 24, 9:08 PM ET
- Size
- 10.2 KB