SEC Form 4 · accession 0001140361-15-044970
Aeon Global Health Corp. · AGHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
LAZARUS INVESTMENT PARTNERS LLLP
10% Owner
Justin B Borus
10% Owner
Lazarus Management Co LLC
10% Owner
Lazarus Macro Micro Partners LLLP
10% Owner
Period of report
Dec 15, 2015
Accepted (ET)
Dec 17, 2015 · 5:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000885074
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4 | holding | — | — | — | 6,687,961 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 1,250,000 | D | Apr 24, 2015 | Oct 25, 2019 | Common Stock | 1,250,000 | 0 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 1,250,000 | A | Dec 15, 2015 | Dec 15, 2022 | Common Stock | 1,250,000 | 1,250,000 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 357,142 | D | Apr 24, 2015 | Oct 25, 2019 | Common Stock | 357,142 | 0 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 357,142 | A | Dec 15, 2015 | Dec 15, 2022 | Common Stock | 357,142 | 357,142 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 746,268 | D | Apr 24, 2015 | Oct 25, 2019 | Common Stock | 746,268 | 0 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 746,268 | A | Dec 15, 2015 | Dec 15, 2022 | Common Stock | 746,268 | 746,268 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 330,000 | D | Apr 24, 2015 | Oct 25, 2019 | Common Stock | 330,000 | 0 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 330,000 | A | Dec 15, 2015 | Dec 15, 2022 | Common Stock | 330,000 | 330,000 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 1,317,830 | D | Apr 24, 2015 | Oct 25, 2019 | Common Stock | 1,317,830 | 0 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 1,317,830 | A | Dec 15, 2015 | Dec 15, 2022 | Common Stock | 1,317,830 | 1,317,830 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 2,000,000 | D | May 7, 2015 | Oct 25, 2019 | Common Stock | 2,000,000 | 0 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 2,000,000 | A | Dec 15, 2015 | Dec 15, 2022 | Common Stock | 2,000,000 | 2,000,000 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 232,394 | D | May 7, 2015 | Oct 25, 2019 | Common Stock | 232,394 | 0 | I |
| Warrant (right to buy)F3,F4 | $0.25 | Dec 15, 2015 | J | 232,394 | A | Dec 15, 2015 | Dec 15, 2022 | Common Stock | 232,394 | 232,394 | I |
| Warrant (right to buy)F3,F4,F6 | $0.30 | Dec 15, 2015 | J | 1,000,000 | A | Dec 16, 2016 | — | Common Stock | 1,000,000 | 1,000,000 | I |
Explanation of responses
- F1Includes 45,674 shares of common stock issued in lieu of cash dividends on shares of Series D preferred stock on June 30, 2015 for no consideration and at the Issuer's election. The transaction is exempt under Rule 16a-9(a) promulgated under the Securities Exchange Act of 1934.
- F2The reported transactions involve an amendment of the warrants to amend the expiration date, resulting in the deemed cancellation of the old warrant and the simultaneous issuance of the new warrant for purposes of Section 16.
- F3This form is filed jointly by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus, Lazarus Investment Partners LLLP ("Lazarus Partners") and Lazarus Macro Micro Partners LLLP ("Macro Micro Partners" and together with Lazarus Partners, the "Funds"). The securities reported herein are owned directly by Lazarus Partners except for 7,500 shares of common stock owned directly by Macro Micro Partners. Lazarus Management is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Lazarus Management.
- F4Each of Lazarus Management and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein. Each of the Funds expressly disclaims beneficial ownership of the shares held by the other Fund. The filing of this Form 4 shall not be construed as an admission that either Lazarus Management or Mr. Borus, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein.
- F5Lazarus Partners was issued the warrant for no consideration in connection with a note exchange agreement pursuant to which it exchanged an existing promissory note for a new promissory note with a new interest rate and maturity date.
- F6The warrant expires on the 54-month anniversary of the initial exercise date. The initial exercise date is the first business day following the 12-month anniversary of the issue date, provided, in the event that the Issuer enters into a definitive agreement for the acquisition of all of the outstanding membership interests of Peachstate Health Management LLC (d/b/a AEON Clinical Laboratories) and consummates the initial closing as contemplated by the definitive agreement, then the initial exercise date of the warrant is the 3-year anniversary of the initial closing under the definitive agreement.