SEC Form 4 · accession 0000919574-18-003087
KIORA PHARMACEUTICALS INC · KPRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
ARMISTICE CAPITAL, LLC
10% Owner
Armistice Capital Master Fund Ltd.
10% Owner
Steven Boyd
10% Owner
Period of report
Apr 13, 2018
Accepted (ET)
Apr 17, 2018 · 9:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001372514
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 13, 2018 | P | 7,425,193 | $0.3322 | A | 10,657,723 | D | |
| Common StockF3 | Apr 13, 2018 | P$0 | 0 | $0.00 | A | 10,657,723 | I | See Footnote |
| Common StockF3 | Apr 13, 2018 | P$0 | 0 | $0.00 | A | 10,657,723 | I | See Footnote |
| Common StockF4,F2 | Apr 16, 2018 | P | 1,159,167 | $0.3759 | A | 11,816,890 | D | |
| Common StockF3 | Apr 16, 2018 | P$0 | 0 | $0.00 | A | 11,816,890 | I | See Footnote |
| Common StockF3 | Apr 16, 2018 | P$0 | 0 | $0.00 | A | 11,816,890 | I | See Footnote |
| Common StockF5,F2 | Apr 17, 2018 | P | 1,895,610 | $0.4419 | A | 13,712,500 | D | |
| Common StockF3 | Apr 17, 2018 | P$0 | 0 | $0.00 | A | 13,712,500 | I | See Footnote |
| Common StockF3 | Apr 17, 2018 | P$0 | 0 | $0.00 | A | 13,712,500 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F6 | $0.32 | Apr 16, 2018 | P | 5,468,750 | A | Apr 17, 2018 | Apr 17, 2023 | Common Stock | 5,468,750 | 5,468,750 | D |
| WarrantsF3,F6 | $0.32 | Apr 16, 2018 | P | 0 | A | Apr 17, 2018 | Apr 17, 2023 | Common Stock | 0 | 5,468,750 | I |
| WarrantsF3,F6 | $0.32 | Apr 16, 2018 | P | 0 | A | Apr 17, 2018 | Apr 17, 2023 | Common Stock | 0 | 5,468,750 | I |
| WarrantsF3,F7 | $1.50 | holding | — | — | — | Jun 14, 2017 | Jun 14, 2022 | Common Stock | 2,000,000 | 2,000,000 | I |
| WarrantsF3,F7 | $1.50 | holding | — | — | — | Jun 14, 2017 | Jun 14, 2022 | Common Stock | 0 | 2,000,000 | I |
| WarrantsF3,F7 | $1.50 | holding | — | — | — | Jun 14, 2017 | Jun 14, 2022 | Common Stock | 0 | 2,000,000 | I |
| WarrantsF2,F8 | $0.32 | holding | — | — | — | Apr 17, 2018 | Apr 17, 2023 | Common Stock | 15,937,500 | 15,937,500 | D |
| WarrantF3,F8 | $0.32 | holding | — | — | — | Apr 17, 2018 | Apr 17, 2023 | Common Stock | 0 | 15,937,500 | I |
| WarrantF3,F8 | $0.32 | holding | — | — | — | Apr 17, 2018 | Apr 17, 2023 | Common Stock | 0 | 15,937,500 | I |
Explanation of responses
- F1This constitutes the weighted average purchase price. The prices range from $0.30 to $0.351. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F2The reported securities are directly owned by Armistice Capital Master Fund, Ltd.
- F3The reported securities are directly owned by Armistice Capital Master Fund, Ltd., a Cayman Islands corporation, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund, Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund, Ltd.
- F4This constitutes the weighted average purchase price. The prices range from $0.329 to $0.395. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F5This constitutes the weighted average purchase price. The prices range from $0.393 to $0.492. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F6These warrants are currently exercisable, subject to a blocker provision that prevents Armistice Capital Master Fund, Ltd.from exercising the warrants if it would be more than a 9.99% beneficial owner of the Common Shares following such exercise.
- F7These warrants are currently excercisable, subject to a blocker provision that prevents Armistice Capital Master Fund, Ltd.from exercising the warrants if it would be more than a 4.99% beneficial owner of the Common Shares following such exercise.
- F8The Series C Convertible Preferred Stock has no expiration date and is convertible at any time at the option of Armistice Capital Master Fund, Ltd., subject to a blocker provision that prevents Armistice Capital Master Fund, Ltd.from converting the Series C Convertible Preferred Stock into Common Shares if it would be more than a 4.99% beneficial owner of the Common Shares following such conversion.
Remarks
Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.