3//SEC Filing
Laxai Pharma Ltd 3
Accession 0001209191-11-015673
CIK 0000835688operating
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 5:27 PM ET
Size
14.1 KB
Accession
0001209191-11-015673
Insider Transaction Report
Form 3
Laxai Pharma LtdLAXAF
YZT Management LLC
10% OwnerOther
Holdings
- (indirect: By LLC)
Warrants to Purchase Ordinary Shares (Right to Buy)
Exercise: $0.05→ Ordinary Shares (7,820,000 underlying)
UTA Capital LLC
10% Owner
Holdings
- (indirect: By LLC)
Warrants to Purchase Ordinary Shares (Right to Buy)
Exercise: $0.05→ Ordinary Shares (7,820,000 underlying)
ALLEGHANY CAPITAL Corp
10% Owner
Holdings
- (indirect: By LLC)
Warrants to Purchase Ordinary Shares (Right to Buy)
Exercise: $0.05→ Ordinary Shares (7,820,000 underlying)
ALLEGHANY CORP /DE
10% Owner
Holdings
- (indirect: By LLC)
Warrants to Purchase Ordinary Shares (Right to Buy)
Exercise: $0.05→ Ordinary Shares (7,820,000 underlying)
TOLEDANO UDI
10% OwnerOther
Holdings
- (indirect: By LLC)
Warrants to Purchase Ordinary Shares (Right to Buy)
Exercise: $0.05→ Ordinary Shares (7,820,000 underlying)
Footnotes (3)
- [F1]UTA Capital LLC has been issued two 5 year warrants, in each case exercisable at any time through and including the date that is the earlier of (i) five years from the date the applicable warrant is first exercisable and (ii) the cancellation date of the applicable warrant according to its terms. The first warrant, which was issued under a Note and Warrant Purchase Agreement dated March 2, 2010 and was first exercisable on March 2, 2010 at any time through and including the date that is the earlier of (a) March 2, 2015 and (b) the cancellation date of such warrant according to its terms, entitles UTA Capital LLC to the right to purchase up to not more nor less than 9.9% of the issuer's issued and issuable ordinary shares, initially estimated to be 5,800,000 shares, at an initial exercise price of $0.05 per share.
- [F2]The second warrant, which was issued under a Loan Extension and Modification Agreement dated as of July 1, 2010, was first exercisable on July 1, 2010 at any time through and including the date that is the earlier of (a) July 1, 2015 and (b) the cancellation date of such warrant according to its terms. The second warrant was initially exercisable for 4000,000 ordinary shares of the issuer at an initial exercise price of $0.05 per share, increasing at two-week intervals by 125 shares for each $1,000 of the loan principal amount then remaining unpaid to UTA. As a result of the passage of time and the continued non-repayment of UTA's $1.44 million loan to the issuer, the second warrant was exercisable for up to 1,480,000 ordinary shares as October 16, 2010, for up to 1,660,000 ordinary shares on November 1, 2010, for up to 1,840,000 ordinary shares on or after November 16, 2010, and for up to 2,020,000 ordinary shares on or after December 1, 2010.
- [F3]This Form 3 is being jointly filed by (i) UTA Capital LLC; (ii) the members or beneficial owners of membership interests in UTA Capital LLC, which include (a) YZT Management LLC, a New Jersey limited liability company and the managing member of UTA Capital LLC, and (b) Alleghany Capital Corporation, a Delaware corporation and a member of UTA Capital LLC; (iii) Alleghany Corporation, a publicly-traded Delaware corporation of which Alleghany Capital Corporation is a wholly-owned subsidiary; and (iv) Udi Toledano, the managing member of YZT Management LLC. The reporting persons disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
Laxai Pharma Ltd
CIK 0000835688
Entity typeoperating
IncorporatedIsrael
Related Parties
1- filerCIK 0000835688
Filing Metadata
- Form type
- 3
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 5:27 PM ET
- Size
- 14.1 KB