SEC Form 5 · accession 0001659173-16-000132
Corix Bioscience, Inc. · CXBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Sean Zarinegar
Officer — COB, CFO, Treas. · 10% Owner
Kenneth Hedrick
Director
Performance Realty Management, LLC
10% Owner
Jeffrey Charles Howard
Officer — CEO and Pres. · Director
Monica Andreas
Officer — Secretary
Period of report
Dec 31, 2015
Accepted (ET)
Feb 12, 2016 · 5:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433821
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 28, 2015 | A | 1,000,000 | — | A | 1,000,000 | D | |
| Common StockF2 | Jul 6, 2015 | J | 58,810 | — | A | 0 | D | |
| Common StockF4,F3 | Jul 6, 2015 | A | 1,000,000 | — | A | 2,058,810 | D | |
| Common StockF5 | Jul 6, 2015 | A | 25,000 | — | A | 25,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionF6,F7 | — | Oct 12, 2015 | A | 0 | D | — | — | Common Stock | — | 0 | D |
Explanation of responses
- F1Shares were issued to Performance Realty Management, LLC ("PRM") in consideration of its performance under the Operating Agreement as Manager of American Realty Partners, LLC ("ARP") and the Parent/Subsidary and Operations Agreement between ARP and the Company.
- F2As a result of a reverse stock split, and ARP's conversion of its preferred shares into common shares, ARP's ownership dropped below 10%; however, ARP is a beneficial owner to PRM as a result of PRM having control over the operations of ARP with direction from the Board of Directors for the Company, pursuant to the Parent/Subsidiary and Operations Agreement. See also ARP's original Schedule 13D dated February 25, 2015.
- F3Shares were issued to Sean Zarinegar pursuant to his Advisory Board Consulting Agreement and Compensation Agreement with the Company.
- F4Sean Zarinegar is the beneficial owner of 2,058,810 shares because he personally controls 1,000,000 shares, and controls 1,000,000 shares as the Manager of PRM. He also controls the 58,810 shares titled to ARP by virtue of PRM serving as the Manager to ARP pursuant to the ARP Operating Agreement, as amended.
- F5Director Kenneth Hedrick was issued 25,000 shares of restricted common stock in the Company pursuant to his Board Director Agreement. As a Director, Mr. Hedrick is a required reporter, but does not possess a beneficial ownership interest.
- F6On October 12, 2015, the Company hired Jeff Howard to serve as Chief Executive Officer and President. In addition to the compensation identified in his employment agreement, the Company and Mr. Howard agreed to the following escalators, which includes the grant of additional shares of restricted common stock: (a) The Company agrees to increase his compensation by an additional $25,000 per annum and shall issue an additional issuance of 25,000 shares of common stock in the Company to Mr. Howard when the Company achieves the milestone of a gross revenue of $1,000,000 per annum; (b) The Company agrees to increase his compensation by an additional $25,000 per annum when the Company has achieved the milestone of a gross revenue of $1,500,000 per annum;
- F7and (c) the Company agrees to increase his compensation by an additional $25,000 per annum, and issue an additional issuance of 25,000 shares of restricted common stock in the Company to him when the Company has achieved the milestone of a gross revenue of $2,000,000 per annum. Mr. Howard's current and future compensation is not contingent upon the success of sales of shares of common stock under the pending registration statement under S-11/A and Prospectus attached thereto.
Remarks
As an officer, Monica Andreas is a required reporter, but does not possess a beneficial ownership.