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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The Reporting Person is filing this Form 3 solely due to the entry into of the Stockholder Voting Agreement (the "Voting Agreement") by and between the Reporting Person and certain stockholders of Furiex Pharmaceuticals, Inc. ("Furiex"). The Voting Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 27, 2014, by and among the Reporting Person, Royal Empress, Inc. and Furiex. |
(2) |
As a result of certain provisions contained in the Voting Agreement, the Reporting Person may be deemed to have beneficial ownership of the shares of Furiex 's common stock covered by the Voting Agreement (an aggregate of 2,979,768 shares, which represent approximately 27.2% of Furiex's total outstanding shares based on 10,805,611 shares reported outstanding as of March 31, 2014 (as reported in the Furiex Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 11, 2014)) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person expressly disclaims any beneficial ownership of the securities reported herein, and the Reporting Person does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Voting Agreement. |
(3) |
The Reporting Person declares that the filing of this Form 3 shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities reported in this Form 3. For additional information regarding the Voting Agreement and the Merger Agreement, see Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on May 6, 2014. |