4//SEC Filing
Syage Jack 4
Accession 0001493152-24-010163
CIK 0001604191other
Filed
Mar 14, 8:00 PM ET
Accepted
Mar 15, 6:05 PM ET
Size
9.6 KB
Accession
0001493152-24-010163
Insider Transaction Report
Form 4
Syage Jack
DirectorPresident & COO
Transactions
- Award
Series G Non-Voting Convertible Preferred Stock
2024-03-13+4,920.037→ 4,920.037 total(indirect: See Footnote)→ Common Stock, par value $0.0001 per share (4,920,037 underlying) - Award
Common Stock, par value $0.0001 per share
2024-03-13+15,400→ 15,400 total(indirect: See Footnote)
Footnotes (4)
- [F1]On March 13, 2024, the Issuer acquired ImmunogenX, Inc. ("ImmunogenX") in accordance with the terms of the Agreement and Plan of Merger, 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 352,000 shares of common stock, par value $0.0001, of ImmunogenX and 1,375,427 shares of preferred stock, par value $0.0001 per share, of ImmunogenX.
- [F2]Held directly by the Jack A. Syage and Elizabeth T. Syage Revocable Trust Dated November 30, 1999, in which the Reporting Person and his spouse serve as the Trustees. 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. Due to this blocker, the Preferred Stock would not fully convertible at this time upon stockholder approval. 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.
Documents
Issuer
First Wave BioPharma, Inc.
CIK 0001604191
Entity typeother
Related Parties
1- filerCIK 0002014106
Filing Metadata
- Form type
- 4
- Filed
- Mar 14, 8:00 PM ET
- Accepted
- Mar 15, 6:05 PM ET
- Size
- 9.6 KB