SEC Form 4 · accession 0000899243-16-020819
CapForce Inc. · CFOR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 19, 2016
Accepted (ET)
May 24, 2016 · 4:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001293818
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 19, 2016 | A | 1,200,000 | — | A | 2,679,022 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2 | $1.3125 | May 19, 2016 | P | 900,000 | A | Aug 17, 2016 | May 19, 2021 | Common Stock | 900,000 | 900,000 | I |
| Common Stock and Warrants (Obligation to buy Units)F3,F2 | $1.1438 | May 19, 2016 | P | 2,734,427 | A | — | — | Common Stock | 4,785,248 | 5,685,248 | I |
Explanation of responses
- F1The reported securities are included within units ("Units") each Unit consisting of one share of the Company's common stock, par value $0.01 per share (the "Common Stock") and (ii) a warrant to acquire 0.75 of one share of Common Stock for a purchase price of $1.14375 per Unit.
- F2These shares are owned directly by Merck Global Health Innovation Fund, LLC ("MGHIF"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.
- F3Represents future obligation of MGHIF to purchase additional Units for a purchase price of $1.14375 per Unit within 60 days and subject to stockholder consent and notice to stockholders of same (including the filing of Schedule 14C and the twenty day waiting period), pursuant to the Amended and Restated Securities Purchase Agreement entered into on May 18, 2016.
Remarks
* Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated July 23, 2015 granted by each Reporting Person, a copy of which is filed as an exhibit and incorporated herein by reference.