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HARROW, INC. — Director's Dealing 2012
Apr 30, 2012
31774_dirs_2012-04-30_24c681b3-9377-499c-b820-87557bedb490.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Imprimis Pharmaceuticals, Inc. (IMMY)
CIK: 0001360214
Period of Report: 2011-12-12
Reporting Person: Kammer Robert J (Director, Chairman of the Board, 10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 23206 | Direct |
| Common Stock | 8240045 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A Convertible Preferred Stock | $0.0017 | 2012-02-28 | Common Stock (7498500) | Indirect | |
| Option (Right to Buy) | $0.9 | 2017-03-31 | Common Stock (300000) | Direct | |
| Option (Right to Buy) | $0.9 | 2017-03-31 | Common Stock (125000) | Direct | |
| Warrants | $1.185 | 2015-04-29 | Common Stock (241308) | Indirect | |
| Advisory Agreement | $0.9 | 2014-04-01 | Common Stock (22222) | Direct |
Footnotes
F1: DermaStar International, LLC ("DermaStar") is the direct beneficial owner of 8,240,045 shares of the Issuer's Common Stock. Dr. Kammer is a managing member of DermaStar and holds an ownership interest in DermaStar and may be deemed to have voting and dispositive power over the 8,240,045 shares of Common Stock owned by DermaStar. Dr. Kammer disclaims beneficial ownership over such shares.
F2: DermaStar is the direct beneficial owner of 10 shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Preferred"). The Series A Preferred are convertible into a total of 7,498,500 shares of Common Stock. Dr. Kammer is a managing member of DermaStar and holds an ownership interest in DermaStar and may be deemed to have voting and dispositive power over the 7,498,500 shares of Common Stock underlying the Series A Preferred owned by DermaStar. Dr. Kammer disclaims beneficial ownership over such shares.
F3: The stock options, granted on April 1, 2012, were granted pursuant to the Issuer's 2007 Stock Incentive and Awards Plan. Dr. Kammer's options vest over a 1 year period at a strike price of $0.90, with 75,000 options vesting immediately upon issuance, and an additional 9,375 options vesting monthly for the next twenty four months thereafter. As of the date of this Form 3 filing, options to purchase 93,750 shares of the Issuer's common stock are exercisable, but no options have been exercised.
F4: The stock options, granted on April 1, 2012, were granted pursuant to the Issuer's 2007 Stock Incentive and Awards Plan. Dr. Kammer's options maintain a strike price of $0.90, and vest quarterly over a one year term with the initial 31,250 options vesting on June 30, 2012, the next 31,250 options vesting on September 30, 2012, the next 31,250 options vesting on December 31, 2012 and the final 31,250 options vesting on March 31, 2013.
F5: DermaStar is the direct beneficial owner of warrants to purchase up to 241,308 shares of the Issuer's Common Stock at an exercise price of $1.185 (the "Warrants"). The Warrants expire on the third anniversary of the issuance date. Dr. Kammer is a managing member of DermaStar and holds an ownership interest in DermaStar and may be deemed to have voting and dispositive power of the Warrants and 241,308 shares of Common Stock underlying the Warrants owned by DermaStar. Dr. Kammer disclaims beneficial ownership over such shares.
F6: On April 1, 2012, Dr. Kammer entered into an advisory agreement with the Issuer(the "Advisory Agreement"). Pursuant to the terms of the Advisory Agreement, Dr. Kammer is to be compensated $10,000 per month; provided however, until the Issuer completes an equity or debt financing yielding not less than $15,000,000 to the Issuer(a "Qualified Transaction"), such monthly payment shall be made in the form of the Issuer's common stock based on $0.90 price per share being allocated to each dollar of payment due to Dr. Kammer under the Advisory Agreement. As of the date of this Form 3 filing, 22,222 shares of common stock are issuable to Dr. Kammer within 60 days of the date of this filing.