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Network Medical Management, Inc.

Disclosed activity across 1 company

Tapewire entity
171224
SEC CIK
0001656434

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Latest disclosed role at each company.

No relationships currently tracked through insider filings.

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

No balances currently tracked through insider filings.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Astrana Health, Inc.

Report date December 08, 2017 · Filed December 13, 2017

Section 16 reporting ended · disclosed 2017-12-13. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Series A Preferred StockSEC Table II · derivative / convertible securityDirect0 Reported balance After 2017-12-08 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2017-12-08 · Other · Disposed 1,111,111 · Balance 0

F7: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F1: The Series A Preferred Stock was convertible into Common Stock, at the option of the Reporting Person, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock was mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Issuer files its quarterly report on Form 10Q for the period ending September 30, 2016; or (ii) the date on which the Issuer received the written, irrevocable decision of the Reporting Person not to require a redemption of the Series A Preferred Stock, in the event that the Issuer engages in one or more transactions resulting in gross proceeds of not less than $5,000,000, not including the proceeds of the transaction with the Reporting Person.

F2: On March 28, 2016, the Issuer filed an Amended and Restated Certificate of Designation (the "Amended Certificate of Designation") which amended a provision of the Certification of Designation dated October 15, 2015 (the "Original Certificate of Designation") that created the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), which was sold to the Reporting Person on October 15, 2015. The Amended Certificate of Designation changed a triggering event for the mandatory conversion of the Series A Preferred Stock. The Series A Preferred Stock had been mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than the transaction pursuant to which the Series A Preferred Stock was issued).

F3: The Amended Certificate of Designation now provides that the Series A Preferred Stock is mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series A Preferred Stock). Furthermore, the Amended Certificate of Designation provides that the Series A Preferred Stock and the Series B Preferred Stock will participate pro rata and pari passu in distributions upon the liquidation, winding up or dissolution of the company.

F4: The Reporting Person purchased 1,111,111 investment units at $9.00 per unit. Each investment unit was comprised of (a) one (1) share of Series A Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $9.00 per share.

Series B Preferred StockSEC Table II · derivative / convertible securityDirect0 Reported balance After 2017-12-08 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2017-12-08 · Other · Disposed 555,555 · Balance 0

F7: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F5: The Series B Preferred Stock was convertible into common stock, (a) at the option of the holder thereof at any time after issuance, and (b) mandatorily at any time prior to and including March 31, 2017, if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series B Preferred Stock). The Series B Preferred Stock was convertible into common stock at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions.

F6: The Reporting Person purchased 555,555 investment units at $9.00 per unit. Each investment unit is comprised of (a) one (1) share of Series B Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $10.00 per share.

Warrants to purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $9.00 · Expires 2020-10-14Direct0 Reported balance After 2017-12-08 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2017-12-08 · Other · Disposed 1,111,111 · Balance 0

F7: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F4: The Reporting Person purchased 1,111,111 investment units at $9.00 per unit. Each investment unit was comprised of (a) one (1) share of Series A Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $9.00 per share.

Warrants to purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $10.00 · Expires 2021-03-30Direct0 Reported balance After 2017-12-08 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2017-12-08 · Other · Disposed 555,555 · Balance 0

F7: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F6: The Reporting Person purchased 555,555 investment units at $9.00 per unit. Each investment unit is comprised of (a) one (1) share of Series B Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $10.00 per share.

Filing footnotes · ownership attribution and instrument terms

F1: The Series A Preferred Stock was convertible into Common Stock, at the option of the Reporting Person, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock was mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Issuer files its quarterly report on Form 10Q for the period ending September 30, 2016; or (ii) the date on which the Issuer received the written, irrevocable decision of the Reporting Person not to require a redemption of the Series A Preferred Stock, in the event that the Issuer engages in one or more transactions resulting in gross proceeds of not less than $5,000,000, not including the proceeds of the transaction with the Reporting Person.

F2: On March 28, 2016, the Issuer filed an Amended and Restated Certificate of Designation (the "Amended Certificate of Designation") which amended a provision of the Certification of Designation dated October 15, 2015 (the "Original Certificate of Designation") that created the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), which was sold to the Reporting Person on October 15, 2015. The Amended Certificate of Designation changed a triggering event for the mandatory conversion of the Series A Preferred Stock. The Series A Preferred Stock had been mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than the transaction pursuant to which the Series A Preferred Stock was issued).

F3: The Amended Certificate of Designation now provides that the Series A Preferred Stock is mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series A Preferred Stock). Furthermore, the Amended Certificate of Designation provides that the Series A Preferred Stock and the Series B Preferred Stock will participate pro rata and pari passu in distributions upon the liquidation, winding up or dissolution of the company.

F4: The Reporting Person purchased 1,111,111 investment units at $9.00 per unit. Each investment unit was comprised of (a) one (1) share of Series A Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $9.00 per share.

F5: The Series B Preferred Stock was convertible into common stock, (a) at the option of the holder thereof at any time after issuance, and (b) mandatorily at any time prior to and including March 31, 2017, if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series B Preferred Stock). The Series B Preferred Stock was convertible into common stock at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions.

F6: The Reporting Person purchased 555,555 investment units at $9.00 per unit. Each investment unit is comprised of (a) one (1) share of Series B Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $10.00 per share.

F7: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
December 08, 2017 Filed Dec 13, 2017 02:29 UTC Astrana Health, Inc. AMEH · Entity 4538 OtherWarrants to purchase Common Stock · Derivative 555,555 $9.00 Strike: $10.00 $4,999,995.00
Disclosure

SEC source: 0001553350-17-001362 · nmm4.xml · derivative · entry 4

Network Medical Management, Inc. · CIK 0001656434 · no longer 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 555,555 shares

Expires 2021-03-30

F7 · security: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F7 · kind: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F6 · price: The Reporting Person purchased 555,555 investment units at $9.00 per unit. Each investment unit is comprised of (a) one (1) share of Series B Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $10.00 per share.

Read SEC document
December 08, 2017 Filed Dec 13, 2017 02:29 UTC Astrana Health, Inc. AMEH · Entity 4538 OtherWarrants to purchase Common Stock · Derivative 1,111,111 $9.00 Strike: $9.00 $9,999,999.00
Disclosure

SEC source: 0001553350-17-001362 · nmm4.xml · derivative · entry 3

Network Medical Management, Inc. · CIK 0001656434 · no longer 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,111,111 shares

Expires 2020-10-14

F7 · security: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F7 · kind: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F4 · price: The Reporting Person purchased 1,111,111 investment units at $9.00 per unit. Each investment unit was comprised of (a) one (1) share of Series A Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $9.00 per share.

Read SEC document
December 08, 2017 Filed Dec 13, 2017 02:29 UTC Astrana Health, Inc. AMEH · Entity 4538 OtherSeries B Preferred Stock · Derivative 555,555 $9.00 $4,999,995.00
Disclosure

SEC source: 0001553350-17-001362 · nmm4.xml · derivative · entry 2

Network Medical Management, Inc. · CIK 0001656434 · no longer 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 555,555 shares

Expires not disclosed

F7 · security: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F5 · derivative.exercise_price: The Series B Preferred Stock was convertible into common stock, (a) at the option of the holder thereof at any time after issuance, and (b) mandatorily at any time prior to and including March 31, 2017, if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series B Preferred Stock). The Series B Preferred Stock was convertible into common stock at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions.

F7 · kind: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F6 · price: The Reporting Person purchased 555,555 investment units at $9.00 per unit. Each investment unit is comprised of (a) one (1) share of Series B Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $10.00 per share.

F5 · derivative.expiration_date: The Series B Preferred Stock was convertible into common stock, (a) at the option of the holder thereof at any time after issuance, and (b) mandatorily at any time prior to and including March 31, 2017, if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series B Preferred Stock). The Series B Preferred Stock was convertible into common stock at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions.

F7 · derivative.expiration_date: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

Read SEC document
December 08, 2017 Filed Dec 13, 2017 02:29 UTC Astrana Health, Inc. AMEH · Entity 4538 OtherSeries A Preferred Stock · Derivative 1,111,111 $9.00 $9,999,999.00
Disclosure

SEC source: 0001553350-17-001362 · nmm4.xml · derivative · entry 1

Network Medical Management, Inc. · CIK 0001656434 · no longer 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,111,111 shares

Expires not disclosed

F7 · security: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F1 · derivative.exercise_price: The Series A Preferred Stock was convertible into Common Stock, at the option of the Reporting Person, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock was mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Issuer files its quarterly report on Form 10Q for the period ending September 30, 2016; or (ii) the date on which the Issuer received the written, irrevocable decision of the Reporting Person not to require a redemption of the Series A Preferred Stock, in the event that the Issuer engages in one or more transactions resulting in gross proceeds of not less than $5,000,000, not including the proceeds of the transaction with the Reporting Person.

F2 · derivative.exercise_price: On March 28, 2016, the Issuer filed an Amended and Restated Certificate of Designation (the "Amended Certificate of Designation") which amended a provision of the Certification of Designation dated October 15, 2015 (the "Original Certificate of Designation") that created the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), which was sold to the Reporting Person on October 15, 2015. The Amended Certificate of Designation changed a triggering event for the mandatory conversion of the Series A Preferred Stock. The Series A Preferred Stock had been mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than the transaction pursuant to which the Series A Preferred Stock was issued).

F3 · derivative.exercise_price: The Amended Certificate of Designation now provides that the Series A Preferred Stock is mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series A Preferred Stock). Furthermore, the Amended Certificate of Designation provides that the Series A Preferred Stock and the Series B Preferred Stock will participate pro rata and pari passu in distributions upon the liquidation, winding up or dissolution of the company.

F7 · kind: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

F4 · price: The Reporting Person purchased 1,111,111 investment units at $9.00 per unit. Each investment unit was comprised of (a) one (1) share of Series A Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $9.00 per share.

F1 · derivative.expiration_date: The Series A Preferred Stock was convertible into Common Stock, at the option of the Reporting Person, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock was mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Issuer files its quarterly report on Form 10Q for the period ending September 30, 2016; or (ii) the date on which the Issuer received the written, irrevocable decision of the Reporting Person not to require a redemption of the Series A Preferred Stock, in the event that the Issuer engages in one or more transactions resulting in gross proceeds of not less than $5,000,000, not including the proceeds of the transaction with the Reporting Person.

F2 · derivative.expiration_date: On March 28, 2016, the Issuer filed an Amended and Restated Certificate of Designation (the "Amended Certificate of Designation") which amended a provision of the Certification of Designation dated October 15, 2015 (the "Original Certificate of Designation") that created the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), which was sold to the Reporting Person on October 15, 2015. The Amended Certificate of Designation changed a triggering event for the mandatory conversion of the Series A Preferred Stock. The Series A Preferred Stock had been mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than the transaction pursuant to which the Series A Preferred Stock was issued).

F3 · derivative.expiration_date: The Amended Certificate of Designation now provides that the Series A Preferred Stock is mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series A Preferred Stock). Furthermore, the Amended Certificate of Designation provides that the Series A Preferred Stock and the Series B Preferred Stock will participate pro rata and pari passu in distributions upon the liquidation, winding up or dissolution of the company.

F7 · derivative.expiration_date: Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.