SEC Form 4 · accession 0000919574-17-005374

Avalo Therapeutics, Inc. · AVTX

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1These warrants and convertible preferred shares were acquired pursuant to a securities purchase agreement entered into on April 27, 2017, between the issuer and Armistice Capital Master Fund, Ltd. (the "Securities Purchase Agreement"). Pursuant to the Securities Purchase Agreement, Armistice Capital Master Fund, Ltd. agreed to purchase $5 million of the issuer's securities, consisting of (i) 2,345,714 shares of Common Stock at a purchase price of $0.35 per share, subject to adjustment as provided in the Securities Purchase Agreement, (ii) 4,179 shares of the issuer's newly-created Series A Convertible Preferred Stock, convertible into 11,940,000 shares of Common Stock at a conversion price of $0.35 per share, subject to adjustment as provided in the Securities Purchase Agreement, and (iii) warrants to purchase up to 14,285,714 shares of Common Stock at an exercise price of $0.40 per share, subject to adjustment as provided in the Securities Purchase Agreement.
• F2(continued from Footnote 1) Pursuant to NASDAQ Capital Market rules and regulations, the Series A Preferred Stock became convertible into shares of Common Stock, and the warrants became exercisable, upon the shareholders of the issuer approving the private placement on June 30, 2017. The foregoing description is not, and does not purport to be, complete, and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which was filed on Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission by the issuer on April 28, 2017. On July 6, 2017, Armistice Capital Master Fund, Ltd. converted all of its 4,179 shares of Series A Convertible Preferred Stock into 11,940,000 shares of Common Stock at the exercise price of $0.35 per share.
• F3The reported securities are directly owned by Armistice Capital Master Fund, Ltd.
• F4The 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.
• F5Each share of the Series A Convertible Preferred Stock is convertible at any time at the option of Armistice Capital Master Fund, Ltd. and has no expiration date.