SEC Form 4 · accession 0000921895-18-000366
Capstone Holding Corp. · CAPS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 30, 2018
Accepted (ET)
Feb 1, 2018 · 6:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000887151
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0005 par valueF1,F2 | holding | — | — | — | 18,541,197 | I | By: BP Peptides, LLC |
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)F1,F3,F2 | $0.075 | Jan 30, 2018 | J | 1 | A | — | Oct 15, 2025 | Common Stock, $0.0005 par value | 6,321,930 | 1 | I |
Explanation of responses
- F1This Form 4 is filed jointly by BP Peptides, LLC ("BP Peptides") and Matthew E. Lipman (collectively, the "Reporting Persons"). Mr. Lipman is a director of the Issuer. BP Peptides may be deemed to be a director by deputization by virtue of the fact that Mr. Lipman, the Manager and President of BP Peptides, is a director of the Issuer.
- F2Represents securities owned directly by BP Peptides. As the Manager and President of BP Peptides, Mr. Lipman may be deemed to beneficially own the securities owned directly by BP Peptides. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F3The Warrant was issued by the Issuer to BP Peptides in consideration of BP Peptides' agreement to defer all accrued but unpaid interest due under its loan to the Issuer until October 15, 2020 (the "Maturity Date"). The Warrant vests quarterly in accordance with Schedule 1 thereto and will be fully vested on the Maturity Date; provided, however, that in the event of a Deferred Interest Repayment (as defined in the Warrant), then all vesting shall immediately terminate and lapse as to any Warrant shares that have not yet vested and none of such Warrant shares shall become vested. In no event may the Warrant be exercised if and to the extent that such exercise would be inconsistent with or constitute a violation of the Issuer's Tax Benefit Preservation Plan.