SEC Form 4 · accession 0001140361-18-027409
Nemaura Medical Inc. · NMRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sufyan Ismail
10% Owner
Period of report
Nov 6, 2017
Accepted (ET)
Jun 5, 2018 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001602078
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 6, 2017 | J | 22,705,000 | $0.00 | D | 250 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F3 | $0.00 | Nov 6, 2017 | J | 22,705 | A | — | — | Common Stock, par value $0.01 | 22,705,000 | 22,705 | D |
Explanation of responses
- F1On October 5, 2017, the Reporting Person entered into a Common Stock Conversion Agreement with the Issuer, whereby the Reporting Person cancelled certain of his shares of Common Stock, in exchange for the issuance of shares of Series A Convertible Preferred Stock of the Company. The transaction was effective on November 6, 2017.
- F2The Reporting Person can automatically convert after all of the following events occur:(a) the sugarBEAT? device to be commercialized has CE regulatory approval; (b) retail sales have commenced; and (c) retail sales exceed USD$5 million, which includes any advanced sales (the "Triggering Events"); the disinterested members of the Board shall confirm the satisfaction of all Triggering Events by written notice to the Corporation's transfer agent. On such date, the shares then outstanding shall be converted, automatically into such number of fully paid and non-assessable shares of Common Stock at a conversion ratio of 1,000-for-1 (the "Conversion Ratio"). The Reporting Person can voluntarily convert any shares of Series A Preferred then outstanding may into a number of fully paid and nonassessable shares of Common Stock at the Conversion Ratio then in effect.
- F3The conversion rights do not expire.