SEC Form 4 · accession 0000919574-17-006733
COMARCO INC · CMRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BROADWOOD PARTNERS, L.P.
10% Owner
BROADWOOD CAPITAL INC
10% Owner
Neal C Bradsher
10% Owner
Period of report
Sep 11, 2017
Accepted (ET)
Sep 13, 2017 · 6:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000022252
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Contingent Convertible Preferred StockF1,F2,F4 | — | Sep 11, 2017 | P | 5,000,000 | A | — | — | Common Shares | 5,000,000 | 5,000,000 | D |
| Series A Contingent Convertible Preferred StockF1,F2,F5 | — | Sep 11, 2017 | P | 0 | A | — | — | Common Shares | 0 | 5,000,000 | I |
| Rights to be Issued WarrantsF1,F2,F4 | $0.05 | Sep 11, 2017 | J | 18,026,500 | A | — | — | Common Shares | 18,026,500 | 18,026,500 | D |
| Rights to be Issued WarrantsF1,F2,F5 | $0.05 | Sep 11, 2017 | J | 0 | A | — | — | Common Shares | 0 | 18,026,500 | I |
| WarrantsF4,F3 | $0.16 | holding | — | — | — | — | Jul 27, 2020 | Common Shares | 2,350,000 | 2,350,000 | D |
| WarrantsF5,F3 | $0.16 | holding | — | — | — | — | Jul 27, 2020 | Common Shares | 0 | 2,350,000 | I |
Explanation of responses
- F1On September 11, 2017, the Issuer and Broadwood Partners, L.P. ("BPLP") entered into a Subscription Agreement for Series A Convertible Preferred Stock (the "Subscription Agreement") pursuant to which BPLP purchased 5,000,000 shares of the Issuer's Series A Convertible Preferred Stock, no par value per share (the "Series A Preferred Stock"), at a purchase price of $0.10 per share. The Subscription Agreement provides that, immediately upon the occurrence of any "Triggering Event" (as such term is defined in the Issuer's Amended and Restated Certificate of Determination of Preferences of Series A Contingent Convertible Preferred Stock, which was filed on Exhibit 3.2 to the Form 8-K filed with the Securities and Exchange Commission (the "SEC") by the Issuer on September 13, 2017), each share of Series A Preferred Stock held by BPLP will automatically convert into one share of the Issuer's common stock (subject to adjustment for stock splits and similar transactions).
- F2(Continued from Footnote 1) The Subscription Agreement also provides that, upon the earlier of (i) a Triggering Event, or (ii) immediately prior to the liquidation, dissolution or winding up of the Issuer, the Issuer will issue to BPLP warrants to purchase 18,026,500 common shares of the Issuer. If issued, the warrants will have a term of eight years from the date of issuance and an exercise price of $0.05 per share of the Issuer's common stock. Further, if any of the shares of Series A Preferred Stock remain outstanding three years from the date of issuance, then on the date of that third anniversary, the Issuer will repurchase those outstanding shares of Series A Preferred Stock at $0.10 per share. 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 Form 8-K and exhibits attached thereto filed with the SEC by the Issuer on September 13, 2017.
- F3These warrants are currently exercisable.
- F4These securities are owned by Broadwood Partners, L.P., which is a Reporting Person.
- F5The reported securities are directly owned by Broadwood Partners, L.P. and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners, L.P. and Neal C. Bradsher as President of Broadwood Capital, Inc. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.