XRpro Sciences, Inc. 4

Accession 0001213900-15-000654

CIK 0001518520operating

View on SEC.gov Company Profile

Filed

Feb 2, 7:00 PM ET

Accepted

Feb 3, 3:47 PM ET

Size

23.8 KB

Accession

0001213900-15-000654

Insider Transaction Report

Form 4

Period: 2015-01-31

XRpro Sciences, Inc.NONE

Palmieri Vincent

Director

Transactions

Other
Common Stock
2015-01-31+52,099→ 96,615 total
Other
Warrant
2015-01-31−30,737→ 0 total
Exercise: $2.50From: 2013-04-30Exp: 2020-04-30→ Common Stock (30,737 underlying)
Other
Warrant
2015-01-31−45,000→ 0 total
Exercise: $3.00From: 2012-12-18Exp: 2017-12-17→ Common Stock (45,000 underlying)
Other
Warrant
2015-01-31+15,000→ 15,000 total
Exercise: $2.10From: 2015-01-31Exp: 2018-03-28→ Common Stock (15,000 underlying)
Other
Warrant
2015-01-31−63,788→ 0 total
Exercise: $2.75From: 2013-05-03Exp: 2020-05-03→ Common Stock (63,788 underlying)
Other
Warrant
2015-01-31+30,000→ 30,000 total
Exercise: $2.10From: 2015-01-31Exp: 2017-12-17→ Common Stock (30,000 underlying)
Other
Series B Preferred Stock
2015-01-31−30,737→ 0 total
Exercise: $1.75From: 2013-05-31→ Common Stock (30,737 underlying)

Footnotes (2)

[F1]On January 31, 2015, Mr. Palmieri exchanged 30,737 shares of Series B Preferred Stock together with all accrued dividends thereon for 52,099 shares of XRpro Sciences, Inc. (the "Company") common stock (the "Common Stock"). The shares of Series B Preferred Stock, which had no expiration date, were exchanged for the number of shares of the Company's common stock determined by dividing the sum of the amount of the holder's initial investment in the Series B Preferred Stock, plus all accrued and unpaid dividends owed to the holder, by $1.75.
[F2]On January 31, 2015, Mr. Palmieri exchanged: (i) 45,000 existing warrants that had an exercise price of $3.00 per share that he acquired in the Company's bridge financing private placement for 45,000 replacement warrants that have an exercise price of $2.10 per share, of which 30,000 warrants expire on December 17, 2017 and the remaining 15,000 warrants expire on March 28, 2018; (ii) 30,737 warrants that he acquired in connection with the Company's Series B Preferred Stock private placement that had an exercise price of $2.50 per share for 30,737 replacement warrants that have an exercise price of $1.75 per share; and (iii) 63,788 warrants that had an exercise price of $2.75 per share that he received as compensation in connection with placement agent services for 63,788 replacement warrants that have an exercise price of $1.925 per share. The replacement warrants do not contain anti-dilution price protection for issuances of securities at per share prices that are lower than the exercise price, are assignable by their holders and provide for certain buy-in-rights in the event that the Company fails to deliver shares of Common Stock underlying the warrant in a timely manner.

Documents

1 file

4
f4013115palmieri_xrpro.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

XRpro Sciences, Inc.

CIK 0001518520

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001518520

Filing Metadata

Form type: 4
Filed: Feb 2, 7:00 PM ET
Accepted: Feb 3, 3:47 PM ET
Size: 23.8 KB

View on SEC.gov