UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
9% Convertible Debenture | 01/01/2009 | 11/14/2015 | Common Stock | 4,000,000 | $ 1.25 | D (1) | Â |
Warrant | 11/14/2009 | Â (2) | Common Stock | (3) | $ (3) | D (1) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Global Strategic Partners, LLC C/O CORPORATION SERVICE COMPANY 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON, DE 19808 |
 |  X |  |  |
Abraxis BioScience, LLC 11755 WILSHIRE BLVD. SUITE 2000 LOS ANGELES, CA 90025 |
 |  X |  |  |
Abraxis BioScience, Inc. 11755 WILSHIRE BLVD. SUITE 2000 LOS ANGELES, CA 90025 |
 |  X |  |  |
/s/ Bruce Wendel | 11/24/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | The Convertible Debenture and the Warrant are owned directly by Global Strategic Partners, LLC, which is a wholly-owned subsidiary of Abraxis BioScience, LLC, which is a wholly-owned subsidiary of Abraxis BioScience, Inc. Abraxis BioScience, LLC and Abraxis BioScience, Inc. are indirect beneficial owners of the reported securities. |
(2) | The Warrant is exercisable until the earlier of (i) seven (7) years, (ii) the third anniversary if the Convertible Debenture has been converted into shares of the issuer's common stock or (iii) the date that the Global Strategic Partners holds 50% of the issuer's outstanding common stock. |
(3) | The Warrant is exercisable in two (2) tranches. The first tranche is exercisable in whole or in part at $2.00 per share. The aggregate number of shares of issuer's common stock that may be purchased in tranche one is forty percent (40%) of the issuer's common stock then outstanding on a fully diluted basis, minus that number of shares of issuer's common stock that were issuable upon exercise of the conversion of the Debenture. The Warrant's second tranche is exercisable in whole or in part at $3.00 per share. The aggregate number of shares of the issuer's common stock that may be purchased in tranche two is equal to fifty percent (50%) of the issuer's common stock then outstanding on a fully diluted basis, minus the sum of that number of shares of Issuer's common stock that were issuable upon exercise of the conversion of the Debenture and in tranche one. |