SEC Form 4 · accession 0000919574-18-007602

KIORA PHARMACEUTICALS INC · KPRX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

ARMISTICE CAPITAL, LLC

Director · 10% Owner

Armistice Capital Master Fund Ltd.

10% Owner

Steven Boyd

Director · 10% Owner

Period of report

Nov 14, 2018

Accepted (ET)

Nov 16, 2018 · 7:14 pm EST

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 Stock^F1	Nov 14, 2018	P	5,129	$0.451	A	16,807,629	D
Common Stock^F2	Nov 14, 2018	P$0	0	$0.00	A	16,807,629	I	See Footnote
Common Stock^F2	Nov 14, 2018	P$0	0	$0.00	A	16,807,629	I	See Footnote
Common Stock^F1	Nov 14, 2018	P	50,000	$0.4071	A	16,857,629	D
Common Stock^F2	Nov 14, 2018	P$0	0	$0.00	A	16,857,629	I	See Footnote
Common Stock^F2	Nov 14, 2018	P$0	0	$0.00	A	16,857,629	I	See Footnote
Common Stock^F6,F1	Nov 15, 2018	P	126,735	$0.434	A	16,984,364	D
Common Stock^F2	Nov 15, 2018	P$0	0	$0.00	A	16,984,364	I	See Footnote
Common Stock^F2	Nov 15, 2018	P$0	0	$0.00	A	16,984,364	I	See Footnote
Common Stock^F7,F1	Nov 16, 2018	P	178,136	$0.47	A	17,162,500	D
Common Stock^F2	Nov 16, 2018	P$0	0	$0.00	A	17,162,500	I	See Footnote
Common Stock^F2	Nov 16, 2018	P$0	0	$0.00	A	17,162,500	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
Warrants^F1,F4	$0.32	Nov 16, 2018	P	625,000	A	Apr 17, 2018	Apr 17, 2023	Common Stock	625,000	625,000	D
Warrants^F2,F4	$0.32	Nov 16, 2018	P	0	A	Apr 17, 2018	Apr 17, 2023	Common Stock	0	625,000	I
Warrants^F2,F4	$0.32	Nov 16, 2018	P	0	A	Apr 17, 2018	Apr 17, 2023	Common Stock	0	625,000	I
Warrants^F1,F3	$0.32	holding	—	—	—	Apr 17, 2018	Apr 17, 2023	Common Stock	5,468,750	5,468,750	D
Warrants^F2,F3	$0.32	holding	—	—	—	Apr 17, 2018	Apr 17, 2023	Common Stock	0	5,468,750	I
Warrants^F2,F3	$0.32	holding	—	—	—	Apr 17, 2018	Apr 17, 2023	Common Stock	0	5,468,750	I
Warrants^F1,F4	$1.50	holding	—	—	—	Jun 14, 2017	Jun 14, 2022	Common Stock	2,000,000	2,000,000	D
Warrants^F2,F4	$1.50	holding	—	—	—	Jun 14, 2017	Jun 14, 2022	Common Stock	0	2,000,000	I
Warrants^F2,F4	$1.50	holding	—	—	—	Jun 14, 2017	Jun 14, 2022	Common Stock	0	2,000,000	I
Warrants^F1,F3	$0.32	holding	—	—	—	Apr 17, 2018	Apr 17, 2023	Common Stock	15,937,500	15,937,500	D
Warrants^F2,F3	$0.32	holding	—	—	—	Apr 17, 2018	Apr 17, 2023	Common Stock	0	15,937,500	I
Warrants^F2,F3	$0.32	holding	—	—	—	Apr 17, 2018	Apr 17, 2023	Common Stock	0	15,937,500	I
Series C Convertible Preferred Stock^F1,F5	$0.32	holding	—	—	—	Apr 17, 2018	—	Common Stock	12,787,500	12,787,500	D
Series C Convertible Preferred Stock^F2,F5	$0.32	holding	—	—	—	Apr 17, 2018	—	Common Stock	0	12,787,500	I
Series C Convertible Preferred Stock^F2,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.
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. 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.
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 9.99% beneficial owner of the Common Shares following such exercise.
F4These 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.
F5The 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.
F6This constitutes the weighted average purchase price. The prices range from $0.4305 to $0.4431. 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.
F7This constitutes the weighted average purchase price. The prices range from $0.4615 to $0.4834. 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.