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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
12% Convertible Notes | (1) (2) | 03/30/2010 | C | 394,781 | (1)(2) | (1)(2) | Units consisting of common stock and warrant (3) | 394,781 | $ 0 | 0 | D | ||||
Warrants issued as part of Units | $ 3.4375 | 03/30/2010 | C | 394,781 | (1)(2) | 03/24/2015 | Common Stock, $0.001 par balue per share | 394,781 | (1) (2) | 394,781 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PHARMABIO DEVELOPMENT INC C/O QUINTILES TRANSNATIONAL CORP. 4820 EMPEROR BLVD DURHAM, NC 27703 |
X |
/s/ Beverly L. Rubin, Secretary | 04/14/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On April 9, 2010, Cormedix, Inc. (the "Issuer") notified PharmaBio Development Inc. ("PharmaBio") that, based on the pricing on March 25, 2010 of its initial public offering of 1,925,000 Units at $6.50 per Unit, the automatic conversion of PharmaBio's 12% Convertible Notes into Units upon the consummation at the Issuer's initial public offering had resulted in PharmaBio being the beneficial owner of over ten percent of the Issuer's common stock on a fully diluted basis. Each Unit consists of two shares of common stock and a warrant to purchase one share of common stock at an exercise price of $3.4375 per share. |
(2) | Each warrant will become exercisable upon the earlier to occur of the expiration of the underwriters' over allotment option or its exercise in full (in connection with the Issuer's initial public offering), and will expire on March 24, 2015, or earlier upon redemption. The Units will automatically separate and each of the common stock and warrants will trade separately on the NYSE Amex on May 23, 2010 unless an earlier date is specified by the underwriters for the Issuer's initial public offering. |
(3) | The Issuer advised that the $2.0 million outstanding principal amount of the 12% Convertible Notes, and all accrued interest thereon ($566,080), had automatically converted into 394,781 Units, representing 789,563 shares of common stock and warrants exercisable to acquire 394,781 shares of common stock at a price of $3.4375 per share. Each warrant will become exercisable upon the earlier to occur of the expiration of the underwriters' over allotment option or its exercise in full, and will expire on March 24, 2015, or earlier upon redemption |