SEC Form 4 · accession 0001493152-18-005443
Adhera Therapeutics, Inc. · ATRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larn Hwang
Officer — Chief Scientific Officer
Period of report
Apr 16, 2018
Accepted (ET)
Apr 18, 2018 · 9:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000737207
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 E Convertible Preferred StockF2 | $0.50 | Apr 16, 2018 | C | 10 | A | Apr 16, 2018 | — | common stock | 104,400 | 10 | D |
| Warrants to Purchase Common StockF3 | $0.55 | Apr 16, 2018 | C | 78,300 | A | Apr 16, 2018 | — | common stock | 78,300 | 78,300 | D |
| 5% Convertible Promissory NoteF4,F5 | $5,000.00 | Apr 16, 2018 | C | — | D | Apr 16, 2018 | — | Preferred Stock / Warrants | — | — | D |
Explanation of responses
- F1On April 16, 2018, the reporting person and the issuer amended the convertible promissory note in the principal amount of $50,000 that the issuer issued to the reporting person in June 2017 so that the unpaid principal amount thereof, together with accrued but unpaid interest thereon, would be converted into 10.44 shares of the issuer's Series E Convertible Preferred Stock and warrants to purchase up to 78,300 shares of the issuer's common stock upon the closing of the private placement of Series E Preferred Stock and common stock purchase warrants on April 16, 2018 (the "Offering"). As a result of such conversion, the note has been satisfied in full and is no longer outstanding.
- F2Each outstanding share of Series E Preferred Stock shall be converted into common stock on the earliest to occur of: (i) any date more than 30 trading days after the closing of the Offering that the closing price of the common stock on each of the 30 days immediately prior to such conversion exceeds $5.00; (ii) the three year anniversary of the closing of the Offering; and (iii) the date on which the holders of a majority of the outstanding shares of Series E Preferred Stock elect to convert all of the outstanding shares of Series E Preferred Stock.
- F3The warrants expire on the five year anniversary of the closing of the offering.
- F4N/A
- F5The note converted into 10.44 shares of Series E Convertible Preferred Stock and warrants to purchase 78,300 shares of common stock.