4//SEC Filing
KHOSLA CHAITAN PHD 4
Accession 0001493152-24-010162
CIK 0001604191other
Filed
Mar 14, 8:00 PM ET
Accepted
Mar 15, 6:05 PM ET
Size
12.5 KB
Accession
0001493152-24-010162
Insider Transaction Report
Form 4
KHOSLA CHAITAN PHD
Director
Transactions
- Award
Common Stock, par value $0.0001 per share
2024-03-13+440→ 440 total(indirect: See Footnote) - Award
Series G Non-Voting Convertible Preferred Stock
2024-03-13+140.7→ 140.7 total(indirect: See Footnote)→ Common Stock, par value $0.0001 per share (140,700 underlying) - Award
Stock Option (right to buy)
2024-03-13+52,980→ 52,980 totalExercise: $0.81Exp: 2031-02-01→ Common Stock, par value $0.0001 per share (52,980 underlying)
Footnotes (6)
- [F1]On March 13, 2024, the Issuer acquired ImmunogenX, Inc. ("ImmunogenX") in accordance with the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated March 13, 2024, by and among the Issuer, IMMUNO Merger Sub I, Inc., IMMUNO Merger Sub II, LLC, and ImmunogenX (the "Merger"). The shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer and the shares of Series G Preferred Stock, par value $0.0001 per share (the "Preferred Stock") of the Issuer were received by the Reporting Person in the Merger in exchange for an aggregate of 34,159 shares of preferred stock, par value $0.0001 per share, of ImmunogenX.
- [F2]Held directly by the Chaitan Khosla Living Trust, in which the Reporting Person serves as the sole Trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- [F3]The shares of Preferred Stock will automatically convert into shares of Common Stock at a ratio of 1-for-1,000 on the third business day after the date that the Issuer's stockholders approve the conversion of the Preferred Stock into shares of Common Stock, subject to certain beneficial ownership limitations. The Preferred Stock contains a conversion limitation prohibiting the Reporting Person from converting the Preferred Stock until such time as the Reporting Person would not beneficially own after such conversion more than 19.9% of the then issued and outstanding Common Stock. The blocker percentage may be decreased to 4.9% or otherwise adjusted by the Reporting Person upon 61 days' notice to the Issuer.
- [F4]The Preferred Stock is perpetual and therefore has no expiration date.
- [F5]The option was fully vested at the effective time of the Merger (the "Effective Time").
- [F6]Pursuant to the terms of the Merger Agreement, the option to acquire 20,000 shares of common stock, par value $0.0001 per share, of ImmunogenX (the "Original Amount") at an exercise price of $2.14 per share (the "Original Exercise Price") that was originally granted on February 1, 2021 under the ImmunogenX 2021 Stock Option Plan was assumed by the Issuer and converted into an option to purchase a number of shares of Common Stock of the Issuer equal to the Original Amount multiplied by 2.649 (the "Exchange Ratio") at an exercise price equal to the Original Exercise Price divided by the Exchange Ratio. The option will continue to be governed by the same terms and conditions as were applicable to such option immediately prior to the Effective Time.
Documents
Issuer
First Wave BioPharma, Inc.
CIK 0001604191
Entity typeother
Related Parties
1- filerCIK 0001135139
Filing Metadata
- Form type
- 4
- Filed
- Mar 14, 8:00 PM ET
- Accepted
- Mar 15, 6:05 PM ET
- Size
- 12.5 KB