SEC Form 3 · accession 0001567619-18-007011
Aeon Global Health Corp. · AGHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ibex Microcap Fund LLLP
10% Owner
Justin B Borus
10% Owner
Ibex Investors LLC
10% Owner
Lazarus Macro Micro Partners LLLP
10% Owner
Period of report
Nov 23, 2018
Accepted (ET)
Nov 27, 2018 · 7:50 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 | holding | — | — | — | 452,974 | I | By: Ibex Microcap Fund LLLP | |
| Common StockF2,F3 | holding | — | — | — | 833 | I | By: Lazarus Macro Micro Partners LLLP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Convertible Preferred StockF4,F1,F3,F5,F6 | $9.77 | holding | — | — | — | Dec 20, 2013 | — | Common Stock | 204,679 | — | I |
| Warrant (right to buy)F1,F3,F7,F8 | $2.70 | holding | — | — | — | Jan 27, 2019 | Jul 27, 2024 | Common Stock | 111,111 | — | I |
| Warrant (right to buy)F1,F3,F7,F9 | $2.25 | holding | — | — | — | Jan 21, 2019 | Dec 15, 2022 | Common Stock | 451,567 | — | I |
| Warrant (right to buy)F1,F3,F7,F10 | $2.25 | holding | — | — | — | Jan 21, 2019 | Dec 15, 2022 | Common Stock | 39,682 | — | I |
| Warrant (right to buy)F1,F3,F7,F11 | $2.25 | holding | — | — | — | Jan 21, 2019 | Dec 15, 2022 | Common Stock | 138,889 | — | I |
| Warrant (right to buy)F1,F3,F7,F12 | $2.25 | holding | — | — | — | Jan 21, 2019 | Dec 15, 2022 | Common Stock | 36,667 | — | I |
| Warrant (right to buy)F1,F3,F7,F13 | $2.25 | holding | — | — | — | Jan 21, 2019 | Dec 15, 2022 | Common Stock | 25,822 | — | I |
Explanation of responses
- F1These securities reported herein are owned directly by Ibex Microcap Fund LLLP ("Ibex Microcap"). Ibex Investors LLC ("Ibex") is the investment adviser and general partner of Ibex Microcap and Justin B. Borus is the manager of Ibex.
- F10These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.8% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.
- F11These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.98% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.
- F12These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.
- F13These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.
- F2These securities reported herein are owned directly by Lazarus Macro Micro Partners LLLP ("Macro Micro"). Ibex is the investment adviser and general partner of Macro Micro.
- F3Each of Ibex and Mr. Borus expressly disclaims beneficial ownership of the securities held by Ibex Microcap and Macro Micro (referred to collectively as the "Funds") except to the extent of his or its pecuniary interest therein, if any. Each of the Funds expressly disclaims beneficial ownership of the securities held by the other Fund. The filing of this Form 3 shall not be construed as an admission that either Ibex or Mr. Borus (or each Fund with respect to the securities held by the other Fund), 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.
- F4The Series D Convertible Preferred Stock is subject to optional conversion at the election of the holder and mandatory conversion at the election of the Issuer, and is also subject to redemption at the election of the Issuer, in each case subject to the restrictions, terms and conditions set forth in the Series D Convertible Preferred Stock Certificate of Designations (including without limitation the restriction described in Footnote (6) hereof).
- F5There is no expiration date for conversion of the Series D Convertible Preferred Stock.
- F6The Series D Convertible Preferred Stock is not convertible to the extent that, after giving effect to the conversion, the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below) as a result of such conversion. The "Beneficial Ownership Limitation" shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the conversion. A holder, upon not less than sixty-one (61) days' prior notice to the Issuer, may increase or decrease the Beneficial Ownership Limitation provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the conversion unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.
- F7These Warrants become exercisable upon the expiration of certain lock-up restrictions as set forth in a Lockup Agreement executed with the Issuer.
- F8These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may increase or decrease the Maximum Percentage, as applied to the holder, to any other percentage specified in such notice not to exceed 9.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.
- F9These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.