SEC Form 4/A · accession 0000919574-18-003098
KIORA PHARMACEUTICALS INC · KPRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
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 18, 2018 · 10:34 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001372514
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F3 | $1.50 | holding | — | — | — | Jun 14, 2017 | Jun 14, 2022 | Common Stock | 2,000,000 | 2,000,000 | D |
| WarrantsF1,F4 | $0.32 | holding | — | — | — | Apr 17, 2018 | Apr 17, 2023 | Common Stock | 15,937,500 | 15,937,500 | D |
| WarrantsF2,F4 | $0.32 | holding | — | — | — | Apr 17, 2018 | Apr 17, 2023 | Common Stock | 0 | 15,937,500 | I |
| WarrantsF2,F4 | $0.32 | holding | — | — | — | Apr 17, 2018 | Apr 17, 2023 | Common Stock | 0 | 15,937,500 | I |
| Series C Convertible Peferred StockF1,F5 | $0.32 | holding | — | — | — | Apr 17, 2018 | — | Common Stock | 12,787,500 | 12,787,500 | D |
| Series C Convertible Preferred StockF2,F5 | $0.32 | holding | — | — | — | Apr 17, 2018 | — | Common Stock | 0 | 12,787,500 | I |
| Series C Convertible Preferred StockF2,F5 | $0.32 | holding | — | — | — | Apr 17, 2018 | — | Common Stock | 0 | 12,787,500 | I |
Explanation of responses
- F1The reported securities are directly owned by Armistice Capital Master Fund, Ltd. In respect of the 2,000,000 warrants being reported with a $1.50 exercise price, this Amendment to the Form 4 filed by the Reporting Persons on April 17, 2018 is to clarify that Armistice Capital Master Fund, Ltd. is the direct owner of such warrants.
- F2The 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.
- F3These 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 4.99% beneficial owner of the Common Shares following such exercise.
- F4This Amendment to the Form 4 filed by the Reporting Persons on April 17, 2018 is to correct improper footnote references in that filing in respect of these reported warrants. These 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.
- F5This Amendment to the Form 4 filed by the Reporting Persons on April 17, 2018 is to report the Reporting Persons' ownership of Series C Convertible Preferred Stock. The 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.