UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | 10/23/2012(5) | Â (3) | Common Stock | 2,500,000 (1) | $ 2 | I | Investment Manager (1) (2) |
Warrant | 04/23/2013 | 10/23/2017 | Common Shares | 2,500,000 (4) | $ 2 | I (2) (4) | Investment Manager |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SABBY MANAGEMENT, LLC 10 MOUNTAINVIEW ROAD SUITE 205 UPPER SADDLE RIVER, NJ 07458 |
 |  X |  |  |
Sabby Healthcare Volatility Master Fund, Ltd. C/O SABBY MANAGEMENT, LLC 10 MOUNTAINVIEW ROAD, SUITE 205 UPPER SADDLE RIVER, NJ 07458 |
 |  X |  |  |
Mintz Hal C/O SABBY MANAGEMENT, LLC 10 MOUNTAINVIEW ROAD, SUITE 205 UPPER SADDLE RIVER, NJ 07458 |
 |  X |  |  |
/s/ Robert Grundstein, Chief Operating Officer | 10/25/2012 | |
**Signature of Reporting Person | Date | |
/s/ Barbars Austin, as Authorized Person of a Director | 10/25/2012 | |
**Signature of Reporting Person | Date | |
/s/ Hal Mintz | 10/25/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Sabby Healthcare Volatility Master Fund, Ltd. owns Series A Preferred Stock convertible into 2,000,000 common shares and Sabby Volatility Warrant Master Fund owns Series A Preferred Stock convertible into 500,000 common shares. |
(2) | The securities are held by Sabby Healthcare Volatility Master Fund, Ltd. ("SHVMF") and Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF"). Sabby Management, LLC serves as investment manager of SHVMF and SVWMF, Hal Mintz is the manager of Sabby Management, LLC and Hal Mintz and Sabby Management, LLC disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein. |
(3) | There is no expiration date. |
(4) | SHVMF owns warrants exercisable into 2,000,000 common shares and SVWMF owns warrants exercisable into 500,000 common shares. The warrants contain a limitation on exercise prohibiting any holder from exercising warrants if as a result of such exercise the holder and is affiliates would in the aggregate exceed 4.999% of the issuer's outstanding common stock. |
(5) | This is the first date the securities can be converted. |