4//SEC Filing
INCARA PHARMACEUTICALS CORP 4
Accession 0001005477-04-000268
CIK 0000936538operating
Filed
Jan 15, 7:00 PM ET
Accepted
Jan 16, 5:07 PM ET
Size
13.9 KB
Accession
0001005477-04-000268
Insider Transaction Report
Form 4
INCARA PHARMACEUTICALS CORPICRA.OB
XMARK ASSET MANAGEMENT LLC
10% Owner
Transactions
- Purchase
Secured Convertible Debenture (right to buy Common Stock)
2004-01-14+50,000,000→ 0 total(indirect: See footnote 7)Exercise: $0.10→ Common Stock (50,000,000 underlying) - Purchase
Warrants (right to buy Common Stock)
2004-01-14+12,500,000→ 0 total(indirect: See footnote 7)Exercise: $0.40→ Common Stock (12,500,000 underlying)
Footnotes (8)
- [F1]Goodnow Capital, L.L.C., a Delaware limited liability company ("Goodnow"), is the holder of 30,601,644 shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Incara Pharmaceuticals Corporation, a Delaware corporation (the "Company"). On September 16, 2003, Goodnow and the Company entered into a Debenture and Warrant Purchase Agreement (the "Purchase Agreement") pursuant to which, among other things, Goodnow agreed to provide an aggregate of $5,000,000 of financing to the Company through the purchase of a Secured Convertible Debenture in the principal amount of $5,000,000 (the "Debenture") on the terms and subject to the conditions set forth in the Purchase Agreement, including without limitation the various conditions to Goodnow's obligation to purchase the Debenture. On January 14, 2004, Goodnow consummated its purchase of the Debenture from the Company and made its first advance to the Company under the Debenture in the amount of $1,000,000.
- [F2]The Debenture accrues interest at the rate of 10% per annum, which rate is subject to increase upon the occurrence of an Event of Default (as defined in the Debenture). In order to induce Goodnow to waive certain of its conditions to closing the purchase of the Debenture under the Purchase Agreement, the Company issued to Goodnow, simultaneously with Goodnow's purchase of the Debenture, a warrant (the "Warrant") to purchase 12,500,000 shares of Common Stock at an exercise price of $.40 per share. Each of the conversion price for the Debenture and the exercise price for the Warrant are subject to certain anti-dilution adjustments in accordance with the terms of the Debenture and the Warrant, respectively.
- [F3]Each of the Debenture and the Warrant provides that in no event shall the Debenture or the Warrant be convertible or exercisable, as the case may be, to the extent that the issuance of shares of Common Stock upon conversion or exercise thereof, after taking into account the shares of Common Stock then owned by Goodnow and its affiliates (which, as of the date hereof, is 30,601,644 shares of Common Stock), would result in the beneficial ownership by Goodnow and its affiliates of more than 9.99% of the outstanding Common Stock (the "Issuance Limitation"). Goodnow may waive the Issuance Limitation upon sixty-one (61) days written notice to the Company. Due to the Issuance Limitation, Goodnow is not, as of the date hereof, entitled to convert or exercise, as the case may be, any portion of the Debenture or the Warrant into shares of Common Stock by virtue of the fact that it beneficially owns, as of the date hereof, 30,601,644 shares of Common Stock
- [F4]which represents approximately 64.64% of the outstanding Common Stock. Subject to the Issuance Limitation, the principal and interest due and owing under the Debenture are convertible into shares of Common Stock at a per share conversion price of $.10. Furthermore, subject to the Issuance Limitation, the Debenture permits Goodnow to convert the maximum principal amount thereof (i.e. $5,000,000) into shares of Common Stock at the then-existing per share conversion price at any time prior to repayment of the Debenture in accordance with its terms (but in no event after the eighteen month anniversary of the maturity date of the Debenture); provided that, prior to any such conversion, Goodnow advances the principal amount of the Debenture not previously advanced to the Company.
- [F5]The maturity date of the Debenture on which all sums outstanding thereunder are due and payable in full is December 24, 2004. If the Debenture is repaid in full on its maturity date, then it may not be converted thereafter into Common Stock. If the Company does not repay the Debenture in full on December 24, 2004, Goodnow may, so long as the Debenture is outstanding, convert the then outstanding principal and interest due under the Debenture (and, if the maximum principal amount of the Debenture has not been advanced by Goodnow, at Goodnow's option, the principal balance of the Debenture which has not been advanced by Goodnow) into shares of Common Stock up until the eighteen month anniversary of the maturity date.
- [F6]The expiration date of the Warrant is 5:00 P.M., Eastern Time, on January 9, 2006, unless the Company shall have consummated and received the cash proceeds from a Qualified Financing (as defined in the Warrant) on or prior to April 30, 2004, in which case the expiration date of the Warrant shall be the date of consummation of the Qualified Financing.
- [F7]The reporting person is Xmark Asset Management, LLC, a New York limited liability company, formerly known as Brown Simpson Asset Management, LLC ("XAM"), which is the sole manager of Goodnow. Pursuant to the Operating Agreement of Goodnow, management and control of Goodnow is vested exclusively in the sole manager and, as a result, XAM possesses the sole power to vote and direct the disposition of all securities of the Company owned by Goodnow. Due to the Issuance Limitation, XAM does not "beneficially own" any shares of Common Stock issuable upon conversion of the Debenture or exercise of the Warrant.
- [F8]XAM's interest in the securities reported herein is limited to its pecuniary interest in Goodnow, if any.
Documents
Issuer
INCARA PHARMACEUTICALS CORP
CIK 0000936538
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000936538
Filing Metadata
- Form type
- 4
- Filed
- Jan 15, 7:00 PM ET
- Accepted
- Jan 16, 5:07 PM ET
- Size
- 13.9 KB