Series D Convertible Preferred Stock. On September 30, 2002 we completed the first of two closings for the sale of $4.5 million of Series D Convertible Preferred Stock to SDS Merchant Fund, L.P. and other purchasers. The first closing resulted in proceeds of $3,434,850 and the issuance of 286 shares of Series D Preferred Shares. Each share of Series D Convertible Preferred Stock has a face value of $12,000 and is convertible into our Common stock at $0.12 per share. At the time of the first closing all outstanding shares of previously issued Series B and Series C Redeemable Convertible Preferred Stock and accumulated, unpaid dividends were exchanged for 513 shares of our Series D Convertible Preferred Stock with a face value of $6,150,000. Additionally, in accordance with the Purchase Agreement, we issued warrants to purchase 50,000 shares of our common stock for each share of Series D Convertible Preferred Stock issued including the issuance of warrants to purchase 25.6 million common shares to holders of the previously issued Series B and Series C Preferred Stock. On September 30, 2002, we issued warrants to purchase a total 39.9 million shares of common stock which were exercised immediately at a nominal exercise price of $0.001. The Series D Convertible Preferred Stock, par value $.001 per share, is convertible into shares of our common stock in the manner, and upon the terms, provisions and conditions set forth in the Certificate of Designation of the Preferred Stock. The conversion price of the Series D Convertible Preferred Stock is subject to certain adjustments under the terms of the Certificate of Designation. The proceeds from issuance of the Series D Convertible Preferred Stock and Warrant issued and the fair value of the warrants issued to the holders of the previously issued Series B and Series C Preferred Stock has been allocated to each instrument based on their relative fair values. Additionally, the Series D Convertible Preferred Stock includes a beneficial conversion ratio at the issuance date. The fair value of the Warrants and the intrinsic value of the beneficial conversion ratio has been deemed a dividend to holders of the Preferred Stock and considered a non-cash dividend to the Series D Convertible Preferred Stock shareholders recorded during the third quarter of 2002 and has been included in the determination of net loss applicable to common stock for the three and nine months ended September 30, 2002. The second closing of approximately 112 shares of Series D Convert...
Series D Convertible Preferred Stock. The shares of Series D Preferred Stock to be issued to the Investors at the Closing will be duly authorized and validly issued in accordance with the terms of the Company’s organizational documents as they are in effect as of the Closing Date.
Series D Convertible Preferred Stock. NEW ENTERPRISE ASSOCIATES 16, L.P.
Series D Convertible Preferred Stock. “Series D Convertible Preferred Stock” shall mean the shares of Series D Convertible Preferred Stock of the Company.
Series D Convertible Preferred Stock refers to the shares of Series D Convertible preferred stock of New Nevada Holdco, par value $0.001 per share, convertible into shares of New Nevada Holdco Common Stock, as authorized by the Certificate of Designation (as defined below); ‘‘Special Meeting’’ refers to the Special Meeting of Stockholders of the Company to be held on October 24, 2019; ‘‘Transferred Securities’’ collectively refers to (i) the issued and outstanding limited partnership interests of Remington, (ii) the issued and outstanding membership interests of the General Partner,
Series D Convertible Preferred Stock. The rights, terms and preferences of the Series D Convertible Preferred Stock will be established by New Nevada Holdco filing Certificate of Designation with the Nevada Secretary of State on the closing date of the Transactions (the ‘‘Certificate of Designation’’). The Certificate of Designation to be issued in exchange for the Series B Convertible Preferred Stock in the Merger, and issued in exchange for the Transferred Securities pursuant to the Combination Agreement, will provide that each share of Series D Convertible Preferred Stock will
Series D Convertible Preferred Stock. The Series D Convertible Preferred Stock, $0.001 par value, of the Company having the rights, restrictions, privileges and preferences of the series of preferred stock designated as “Series D Convertible Preferred Stock” set forth in the Certificate of Designations. Sterling. This term shall mean Sterling Investment Partners, L.P., a Delaware limited partnership. Sterling Principals. This term shall mean M. Xxxxxxx Xxxxx, Xx., Xxxxxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. Stockholders’ Agreement. This term is defined in the preamble and includes the Stockholders’ Agreement dated as of the Closing Date among the Company, the Purchasers and each other stockholder or option holder of the Company in substantially the form attached to this Agreement as Annex B.
Series D Convertible Preferred Stock. Each share of Company Series D Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Per Series D Preferred Share Consideration;
Series D Convertible Preferred Stock. Number of Shares of Common Stock Number of Shares of Name and Address Number of Shares of Upon Conversion Common Stock Upon of Preferred Stockholder Preferred Stock of Preferred Stock Exchange ------------------------ ------------ ------------ ------------ Woodland Venture Fund 69,379 117,550 146,936 68 Wheatley Road Brookville, NY 11545
Series D Convertible Preferred Stock. NEW ENTERPRISE ASSOCIATES 16, L.P. [***] NEA VENTURES 2017, LIMITED PARTNERSHIP [***] QUAN VENTURE FUND I, L.P. [***] MERIDIAN SMALL CAP GROWTH FUND [***] THB IRON ROSE, LLC LIFE SCIENCE PORTFOLIO [***] TONY YAO [***] ARROWMARK FUNDAMENTAL OPPORTUNITY FUND, LP [***] ARROWMARK LIFE SCIENCE FUND, LP [***] LOOKFAR INVESTMENTS, LLC [***] CF ASCENT LLC [***] THB IRON ROSE LLC [***] CLOUGH HEALTHCARE MASTER FUND, L.P. [***] CLOUGH GLOBAL EQUITY FUND [***] CLOUGH GLOBAL OPPORTUNITIES FUND [***] INTERWEST PARTNERS IX, LP [***] EFUNG RUIBO LIMITED [***] LEERINK HOLDINGS LLC [***] LEERINK SWANN CO-INVESTMENT FUND, LLC [***] GRAHAM BURTON [***] E.L. II PROPERTIES TRUST DATED JULY 1, 1983 AS AMENDED [***] DYKE ROGERS [***] MARGIE B. KARGMAN AND ROBERT M. KARGMAN [***] POZEN FAMILY 2016 TRUST DAVID POZEN AND JOANNA POZEN, TRUSTEES [***] KALA INTERNATIONAL INVESTMENT CO. LTD [***] TRUST LAWRENCE D. STERN 2010 QUALIFIED ANNUITY TRUST [***] HG PHANSTIEL LP [***] JAMES N. CAMPBELL 2012 DYNASTY TRUST, REGINA H. ANDERSON & LOUIS F. FRIEDMAN, TRUSTEES [***] JEFFREY B. KINDLER [***] DR. RANDALL M. STEVENS [***] SOL J. BARER [***] BARER & SON CAPITAL, LLC [***] AAR ASSOCIATES, L.P. [***] BOOKNET LLC [***] BRADLEY RESOURCES CO LLC [***] BRANDON JONES [***] CHARLES J. MAGOLSKE [***] EDGAR D. JANNOTTA, JR. EXEMPT FAMILY TRUST [***] FAITH FAMILY HOLDINGS, LP [***] FRANKLIN M. BERGER [***] JAMES MOONIER [***] JEFF ROBERTS [***] KLAUS KRETSCHMER [***] LAGOM LLC [***] MARK COLEMAN [***] MICHAEL J. GAHAN [***] MICHAEL MULLINS [***] MONTAUK, LLC [***] NEAL POLAN [***] NORTHLEA PARTNERS [***] PHILIP T. RUEGGER [***] RALPH FINERMAN [***] RICHARD A. SMITH [***] ROBERT C. JAMO [***] ROBERT MASTERS [***] SEYMOUR H. BLOCK DEFINED BENEFIT PLAN [***] STARLIGHT INVESTMENT HOLDINGS LIMITED [***] STEPHEN D’ANTONIO [***] STEPHEN R. MUT [***] STEVEN J. WICE [***] TIMOTHY HOGUE [***] TREVOR FETTER [***] TRUST FOR DESCENDANTS OF CHARLES & ELIZABETH KONTULIS UAD 1/27/10 [***] CYNTHIA FINERMAN LIVING TRUST [***] JEFFREY E. GOLDMAN [***] REHOBOTH HUNDRED LLC [***] STEPHEN R. QUAZZO TRUST DATED 11/9/95 [***] ARNOLD URSANER [***] SHAWN TOMASELLO [***] 6 DIMENSIONS CAPITAL, L.P. [***] 6 DIMENSIONS AFFILIATES FUND, L.P. [***] THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of March 14, 2019, by and among (i) Centrexion Therapeutics Corporation, a Delaware corporation (the “Company”), (ii) the undersigned parties to that certain Third Am...
