3//SEC Filing
Lee's Pharmaceutical Holdings Ltd 3
Accession 0001213900-17-012434
CIK 0000946486other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 3:44 PM ET
Size
8.9 KB
Accession
0001213900-17-012434
Insider Transaction Report
Form 3
Lee's Pharmaceutical Holdings Ltd
10% Owner
Holdings
- 46,232,085(indirect: By Subsidiary)
Common Stock
Series A-1 Warrants
Exercise: $1.37From: 2017-08-15Exp: 2024-02-15→ Common Stock (1,338,000 underlying)Series A Convertible Preferred Stock
Exercise: $1.37From: 2017-02-15→ Common Stock (1,338,000 underlying)
Footnotes (3)
- [F1]Pursuant to a Securities Purchase Agreement dated October 27, 2017, LPH Investments Limited ("LPH"), a wholly owned subsidiary of the Reporting Person, acquired 46,232,085 shares of common stock of the Issuer ("Common Stock") for an aggregate purchase price of $10,000,000, as reported in Table I of this Form 3.
- [F2]The Reporting Person purchased 1,338 Series A Convertible Preferred Stock units (each a "Unit") from the Issuer for an aggregate purchase price of $2,000,310 pursuant to a Securities Purchase Agreement dated February 13, 2017. Each Unit consists of one share of Series A Convertible Preferred Stock ("Preferred Stock") and 1,000 Series A-1 Warrants ("Warrants") to purchase Common Stock. As a result of the foregoing purchase, the Reporting Person beneficially owns (i) 1,338,000 shares of Common Stock issuable upon conversion of Preferred Stock and (ii) 1,338,000 shares of Common Stock issuable upon exercise of Warrants. The shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants are subject to beneficial ownership limitation of 9.99% (the "9.99% Limitation"). Because the Reporting Person's beneficial ownership of Common Stock (without giving effect to the conversion or exercise, as applicable, of the Preferred Stock and the Warrants into Common Stock) has currently exceeded the 9.99% Limitation, the Preferred Stock and Warrants beneficially owned by the Reporting Person are not currently convertible or exercisable, as applicable.
- [F3]Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock, if the closing price of the Common Stock, as listed or quoted on its principal market, is equal to or greater than $4.11 for at least 20 consecutive trading days on or after the first anniversary of the original issue date of the Preferred Stock, then the Issuer, at its option, may cause the Preferred Stock to be converted in whole, or in part, on a pro rata basis among the holders of the Preferred Stock, into shares of Common Stock subject to the 9.99% Limitation.
Documents
Issuer
WINDTREE THERAPEUTICS INC /DE/
CIK 0000946486
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001722778
Filing Metadata
- Form type
- 3
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 3:44 PM ET
- Size
- 8.9 KB