|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | $ 5.6783 | 04/13/2012 | P | $ 1,316,255 | (1) | (1) | Common Stock | 231,804 (1) | (1) | 30,695,245 (2) | D | ||||
| Series A Preferred Stock | $ 0.3196 | 06/29/2012 | J(3) | 5,000,000 | (3) | (3) | Common Stock | 28,160,200 (3) | (3) | 2,535,045 (3) | D | ||||
| Series A-1 Preferred Stock | $ 0.3196 | 06/29/2012 | J(3) | 5,000,000 | (3) | (3) | Common Stock | 28,160,200 (3) | (3) | 30,695,245 (2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PYXIS INNOVATIONS INC 7575 FULTON STREET EAST ADA, MI 49355-0001 |
X | |||
| Alticor Global Holdings Inc. 7575 FULTON STREET EAST ADA, MI 49355-0001 |
X | |||
| SOLSTICE HOLDINGS INC 7575 FULTON STREET EAST ADA, MI 49355-0001 |
X | |||
| ALTICOR INC 7575 FULTON STREET EAST ADA, MI 49355-0001 |
X | |||
| /s/ Rainey S. Repins, Assistant Secretary | 07/03/2012 | |
| **Signature of Reporting Person | Date | |
| ALTICOR GLOBAL HOLDINGS INC., /s/ Rainey S. Repins, Assistant Secretary | 07/03/2012 | |
| **Signature of Reporting Person | Date | |
| SOLSTICE HOLDINGS INC., /s/ Rainey S. Repins, Assistant Secretary | 07/03/2012 | |
| **Signature of Reporting Person | Date | |
| ALTICOR INC., /s/ Rainey S. Repins, Assistant Secretary | 07/03/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On April 13, 2012, Pyxis was issued a convertible promissory note by the Issuer with an original principal amount of $1,316,255. The maturity date of this convertible promissory note is November 30, 2012. The original principal amount of the convertible promissory note, plus accrued interest thereon, is convertible into the Issuer's common stock at any time at the option of Pyxis. The number of shares of common stock into which the balance of this convertible promissory note may be converted is to be determined by dividing the aggregate principal amount to be converted, together with all accrued interest to the date of conversion, by $5.6783. As of April 13, 2012, the convertible promissory note would have been convertible into 231,804 shares of the Issuer's common stock. |
| (2) | This amount includes 5,000,000 shares of the Issuer's Series A-1 preferred stock held by Pyxis, which are convertible into 28,160,200 shares of common stock, as well as shares of common stock issuable upon conversion of multiple promissory notes. As of July 3, 2012, Pyxis holds seven convertible promissory notes issued by the Issuer in the aggregate principal amount of $14,316,255. Taking into account accrued interest to date, these notes are currently convertible into 2,535,045 shares of common stock of Pyxis. |
| (3) | Effective June 29, 2012 Pyxis disposed of 5,000,000 shares of the Issuer's Series A preferred stock in exchange for 5,000,000 shares of the Issuer's Series A-1 preferred stock in an exchange agreement between Pyxis and the Issuer. The Series A preferred was convertible into 28,160,200 shares of common stock prior to the exchange. The new Series A-1 preferred stock is convertible 28,160,200 shares of common stock following the exchange, and such conversion right does not expire. The old Series A preferred stock was retired and extinguished in connection with the exchange. |