SEC Form 3 · accession 0001628280-19-001773
Soliton, Inc. · SOLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Capelli
Officer — CEO, President · Director
Period of report
Feb 19, 2019
Accepted (ET)
Feb 22, 2019 · 5:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001548187
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 263,440 | D | ||
| Common StockF1 | holding | — | — | — | 212,500 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to purchase common stock (right to buy)F2 | $1.75 | holding | — | — | — | — | Jun 18, 2028 | Common Stock | 725,000 | — | D |
| Option to purchase common stock (right to buy)F3 | $1.75 | holding | — | — | — | — | Feb 5, 2029 | Common Stock | 108,500 | — | D |
| Warrant to purchase common stock (right to buy) | $1.75 | holding | — | — | — | Oct 19, 2018 | Oct 19, 2023 | Common Stock | 11,512 | — | D |
| Warrant to purchase common stock (right to buy) | $1.75 | holding | — | — | — | Oct 30, 2018 | Oct 30, 2023 | Common Stock | 8,634 | — | D |
| Warrant to purchase common stock (right to buy) | $1.75 | holding | — | — | — | Nov 15, 2018 | Nov 15, 2023 | Common Stock | 7,771 | — | D |
Explanation of responses
- F1Represents 212,500 shares of common stock currently held by M.D. Anderson Cancer Center that were issued pursuant to Soliton, Incs license agreement with MD Anderson. As the inventor of the intellectual property licensed from MD Anderson, Dr. Capelli is entitled to 50% of the proceeds (after the recoupment of any costs associated therewith) from the sale by MD Anderson of the shares issued to the MD Anderson in connection with the license agreement. Notwithstanding Dr. Capelli pecuniary interest in the shares held by MD Anderson, Dr. Capelli has no right to vote or sell the shares held by MD Anderson.
- F2The options set forth in this table vest in four equal annual installments beginning on the first anniversary of the issuance date, or June 18, 2018, subject to the grantee's continued service on each vesting date.
- F3The options set forth in this table vest in four equal quarterly installments beginning on the issuance date, or February 5, 2019, subject to the grantee's continued service on each vesting date.