SCIVANTA MEDICAL CORP 3
3 · SCIVANTA MEDICAL CORP · Filed Nov 19, 2015
Insider Transaction Report
Form 3
DeSouza Thomas
Director
Holdings
- (indirect: See footnote)
10% Convertible Debenture
Exercise: $0.13From: 2016-02-12Exp: 2016-02-12→ Common Stock, par value $0.001 (384,615 underlying) - (indirect: See footnote)
Warrant (right to buy common stock)
Exercise: $0.13From: 2016-02-12Exp: 2019-02-12→ Common Stock, par value $0.001 (76,923 underlying)
Footnotes (3)
- [F1]The $50,000 principal amount and accrued interest of this 10% Convertible Debenture (the "Debenture") is convertible into shares of Scivanta Medical Corporation (the "Company") common stock upon: (a) a Qualified Financing, as defined in the Debenture, at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company's common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock, if no shares of the Company's common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company's common stock or instruments convertible into shares of the Company's common stock are issued in the Qualified Financing; (b) a Change in Control of the Company, as defined Debenture, at a conversion price of $0.13 per share; or (c) at the option of the holder, on the maturity date of the Debenture, at a conversion price of $0.13 per share.
- [F2]Mr. Desouza is a member of Turn Two Investments, LLC ("Turn Two"). Mr. Desouza disclaims beneficial ownership of these shares except to the extent of his ownership in Turn Two.
- [F3]The warrant provides the holder the right to purchase shares of the Company's common stock equal to 20% of the principal amount of the Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company's common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock issued in a Qualified Financing, if no shares of the Company's common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company's common stock or no instruments convertible into shares of the Company's common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the warrant issuance date.