SEC Form 4 · accession 0001140361-16-084963

· CGNT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Lewis C Pell

Director · 10% Owner

Period of report

Nov 3, 2016

Accepted (ET)

Nov 7, 2016 · 6:16 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000894237

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Nov 3, 2016	A	17,688,423	—	A	20,051,723	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Convertible Promissory Note^F1,F2,F3	$6.00	Nov 3, 2016	D	—	D	—	—	Common Stock	3,333,333	D
Convertible Promissory Note^F1,F2,F3	$4.45	Nov 3, 2016	D	—	D	—	—	Common Stock	786,517	D
Convertible Promissory Note^F1,F2,F3	$5.55	Nov 3, 2016	D	—	D	—	—	Common Stock	899,099	D
Warrant to Purchase Common Stock^F1,F2,F3	$9.31	Nov 3, 2016	D	54,545	D	—	—	Common Stock	54,545	D
Warrant to Purchase Common Stock^F1,F2,F3	$9.31	Nov 3, 2016	D	75,758	D	—	—	Common Stock	75,758	D
Warrant to Purchase Common Stock^F1,F2,F3	$9.31	Nov 3, 2016	D	245,821	D	—	—	Common Stock	245,821	D

Explanation of responses

F1On November 3, 2016, the Issuer issued to the Reporting Person 17,688,423 shares of common stock, $0.01 par value per share (the "Common Stock") at a price per share of $1.67, in exchange for the entire outstanding principal amount and all accrued interest on the Issuer's convertible promissory notes held by the Reporting Person (collectively, the "Notes"), pursuant to the terms of a note exchange agreement between the Issuer and the Reporting Person, dated as of September 7, 2016 (the "Note Exchange Agreement"). Under the terms of the Note Exchange Agreement, simultaneously with the exchange of the Notes and accrued interest held by the Reporting Person, all outstanding warrants to purchase shares of Common Stock of the Issuer (collectively, the "Warrants") were cancelled. The Company's stockholders approved the transaction on November 3, 2016.
F2On December 21, 2014, the Issuer and the Reporting Person entered into amendments to the Notes and Warrants (collectively, the "Amendments"). The Amendments extended the maturity date of each Note from the fifth anniversary of the issuance date of the Notes to the fifth anniversary of the effective date of the merger between the Issuer and Uroplasty, Inc. (the "Merger") or an earlier change of control (as defined in the Amendments). The Amendments prevented the Notes from being converted until after three years following the effective date of the Merger or, if earlier, three days prior to the record date for the declaration of any dividend or distribution on the Common Stock in cash or other property other than Common Stock.
F3The Notes could also have been converted prior to a change in control or in connection with the Issuer's prepayment of the Notes. The Amendments prevented the Warrants from being exercised until after three years following the effective date of the Merger, or immediately prior to the closing of an event constituting a change in control (other than the Merger).