Lee's Pharmaceutical International Ltd 3
3 · WINDTREE THERAPEUTICS INC /DE/ · Filed Dec 26, 2018
Insider Transaction Report
Form 3
China Cardiovascular Focus Ltd
10% Owner
Holdings
- 8,063,861
Common Stock
Footnotes (2)
- [F1]Pursuant to an Agreement and Plan of Merger dated as of December 21st, 2018 (the "Merger Agreement") entered into by and among the Issuer, WT Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of the Issuer, and CVie Investments Limited (the "Merger Parties"), Merger Sub merged with and into CVie, with CVie becoming the sole surviving entity as a wholly owned subsidiary of the Issuer (the "Merger"). Under the terms of the Merger Agreement, the Issuer issued Common Stock to CVie's former shareholders, at an exchange ratio of 0.3512 share of Common Stock for each share of CVie outstanding shares prior to the Merger, resulting in the issuance of 16,265,060 shares of Common Stock in exchange for the shares of CVie. The Merger closed on December 21, 2018. China Cardiovascular Focus Limited ("CCF"), as a 49.58% owner of CVie prior to the Merger, received 8,063,861 shares of Common Stock in connection with the Merger. CCF beneficially owns 8,063,861 shares of Common Stock.
- [F2]The shares are directly held by CCF and indirectly held by Lee's Pharmaceutical International Limited, which wholly owns CCF.