SEC Form 4 · accession 0001387131-17-002057
Ohr Pharmaceutical Inc · OHRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Scott Slakter
Officer — Chief Executive Officer · Director
Period of report
Apr 10, 2017
Accepted (ET)
Apr 13, 2017 · 2:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001173281
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1 | Apr 10, 2017 | P | 142,858 | $0.70 | A | 1,067,898 | D | |
| Common Stock, par value $0.0001 per shareF2 | holding | — | — | — | 1,195,724 | I | By SKS Ocular I LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy) | $1.00 | Apr 10, 2017 | P | 100,001 | A | Apr 10, 2017 | Apr 10, 2022 | Common Stock | 100,001 | 100,001 | D |
Explanation of responses
- F1On April 5, 2017, Ohr Pharmaceutical, Inc. (the "Issuer") entered into a securities purchase agreement (the "Securities Purchase Agreement") with various purchasers set forth on the signatures pages thereto, including the Reporting Person. Pursuant to the Securities Purchase Agreement, the Reporting Person purchased shares of the Issuer's common stock (the "Common Stock") and warrants to purchase shares of Common Stock in a registered offering (the "Offering") for an aggregate purchase price of $100,000.06. The closing of the Offering occurred on April 10, 2017.
- F2SKS Ocular I LLC directly owns the shares of Common Stock. On May 30, 2014, the Issuer completed an ophthalmology assets acquisition of SKS Ocular LLC and SKS Ocular I LLC. Pursuant to the acquisition agreement, among other things, SKS Ocular I LLC is eligible to receive additional shares of Common Stock in three contingent milestone payments. Milestones 1 and 2 have been met and the Issuer issued 497,859 shares of Common Stock to SKS Ocular I LLC on each of December 15, 2015 and July 18, 2016. The Reporting Person has investment and voting power with respect to the Common Stock held by SKS Ocular 1 LLC. Therefore, the Reporting Person may be deemed to beneficially own the shares of Common Stock beneficially owned by SKS Ocular 1 LLC. The Reporting Person disclaims any beneficial ownership of the Common Stock directly owed by SKS Ocular I LLC except to the extent of his pecuniary interest therein.