46059S200 Page 2 of 14
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 7
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IPIX Corporation
---------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
46059S200
------------------
(CUSIP Number)
Warner B. Rodda, Esq.
Burch, Porter & Johnson, PLLC
130 N. Court Ave.
Memphis, TN 38103
(901) 524-5101
----------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 17, 2004
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Image Investor Portfolio, a separate series of Memphis Angels, LLC
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(2)Check The Appropriate Box If A Member Of A Group
(a): X
(b):
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(3)SEC Use Only
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(4) Source Of Funds*
WC
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(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items
2(d) Or 2(e):
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(6) Citizenship Or Place Of Organization: Delaware
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Number Of Shares (7) Sole Voting Power 4,831,281 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 4,289,431 (2)
Person With (10) Shared Dispositive Power 666,637 (3)
(11)Aggregate Amount Beneficially Owned By Each Reporting Person 4,956,068
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(12)Check If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ]
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(13)Percent Of Class Represented By Amount In Row (11) 22.2%(4)
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(14) Type Of Reporting Person: OO
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(1) Consists of 381,462 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 118,282 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
(2) Consists of shares of Common Stock issuable upon conversion of (i) 100,863
shares of Series B Preferred Stock acquired in the Third Closing(as defined
herein) upon conversion of the outstanding principal of a convertible promissory
note that had been issued in connection with the First Closing and Second
Closing (each as defined herein) and substantially all of the accrued interest
on such promissory note at the time of conversion; (ii) 250,000 shares of Series
B Preferred Stock underlying warrants (the "Tranche A Warrants") issued in the
First Closing and Second Closing; and (iii) 115,000 shares of Series B Preferred
Stock acquired upon partial exercise of a warrant (the "Tranche B Warrant") in
the Third Closing. Each share of Series B Preferred Stock is currently
convertible into 9.2075 shares of Common Stock (subject to adjustment -- See
Item 4 of Schedule 13D).
(3) The Reporting Person shares the power to dispose or direct the disposition
of 666,637 shares of common stock with First Avenue (defined herein in Item 4).
Of such shares, the Reporting Person disclaims beneficial ownership of 124,787
shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 11.8%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Memphis Angels, LLC
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(2) Check The Appropriate Box If A Member Of A Group
(a): X
(b):
-------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source Of Funds*
WC
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(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items
2(d) Or 2(e): [ ]
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(6) Citizenship Or Place Of Organization:
Delaware
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Number Of Shares (7) Sole Voting Power 4,831,281(1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 4,289,431(2)
Person With (10) Shared Dispositive Power 666,637(3)
(11)Aggregate Amount Beneficially Owned By Each Reporting Person 4,956,068
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(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*[ ]
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(13)Percent Of Class Represented By Amount In Row (11) 22.2%(4)
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(14) Type Of Reporting Person: OO
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(1) Consists of 381,462 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 118,282 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company.
(2) Consists of shares of Common Stock issuable upon conversion of (i) 100,863
shares of Series B Preferred Stock acquired in the Third Closing(as defined
herein) upon conversion of the outstanding principal of a convertible promissory
note that had been issued in connection with the First Closing and Second
Closing (each as defined herein) and substantially all of the accrued interest
on such promissory note at the time of conversion; (ii) 250,000 shares of Series
B Preferred Stock underlying warrants (the "Tranche A Warrants") issued in the
First Closing and Second Closing; and (iii) 115,000 shares of Series B Preferred
Stock acquired upon partial exercise of a warrant (the "Tranche B Warrant") in
the Third Closing. Each share of Series B Preferred Stock is currently
convertible into 9.2075 shares of Common Stock (subject to adjustment -- See
Item 4 of Schedule 13D). All of such shares are held or may be acquired by Image
Investor Portfolio, a separate series of Memphis Angels LLC, a Delaware limited
liability company.
(3) The Reporting Person shares the power to dispose or direct the disposition
of 666,637 shares of common stock with the New Investors (defined herein in Item
4). Of such shares, the Reporting Person disclaims beneficial ownership of
124,787 shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 11.8%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Paradigm Capital Equity Partners, LLC
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(2) Check The Appropriate Box If A Member Of A Group
(a): X
(b):
------------------------------------------------------------------------------
(3)SEC Use Only
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(4) Source Of Funds*
AF
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(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items
2(d) Or 2(e): [ ]
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(6)Citizenship Or Place Of Organization
Delaware
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Number Of Shares (7) Sole Voting Power 4,831,281 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 4,289,431 (2)
Person With (10) Shared Dispositive Power 666,637 (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,956,068
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(12)Check If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ]
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(13)Percent Of Class Represented By Amount In Row (11) 22.2%(4)
------------------------------------------------------------------------------
(14) Type Of Reporting Person: OO
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(1) Consists of 381,462 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 118,282 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment--See Item 4 of Schedule 13D). All
of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company, of
which Paradigm Capital Equity Partners, LLC, a Delaware limited liability
company, is the Manager.
(2) Consists of shares of Common Stock issuable upon conversion of (i) 100,863
shares of Series B Preferred Stock acquired in the Third Closing(as defined
herein) upon conversion of the outstanding principal of a convertible promissory
note that had been issued in connection with the First Closing and Second
Closing (each as defined herein) and substantially all of the accrued interest
on such promissory note at the time of conversion; (ii) 250,000 shares of Series
B Preferred Stock underlying warrants (the "Tranche A Warrants") issued in the
First Closing and Second Closing; and (iii) 115,000 shares of Series B Preferred
Stock acquired upon partial exercise of a warrant (the "Tranche B Warrant") in
the Third Closing. Each share of Series B Preferred Stock is currently
convertible into 9.2075 shares of Common Stock (subject to adjustment -- See
Item 4 of Schedule 13D). All of such shares are held or may be acquired by Image
Investor Portfolio, a separate series of Memphis Angels LLC, a Delaware limited
liability company, of which Paradigm Capital Equity Partners, LLC, a Delaware
limited liability company, is the Manager.
(3) The Reporting Person shares the power to dispose or direct the disposition
of 666,637 shares of common stock with First Avenue (defined herein in Item 4).
Of such shares, the Reporting Person disclaims beneficial ownership of 124,787
shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 11.8%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Paradigm Holdings
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(2) Check The Appropriate Box If A Member Of A Group
(a): X
(b):
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(3) SEC Use Only
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(4) Source Of Funds*
AF
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(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items
2(d) Or 2(e): [ ]
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(6) Citizenship Or Place Of Organization
Delaware
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Number Of Shares (7) Sole Voting Power 4,831,281 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 4,289,431 (2)
Person With (10) Shared Dispositive Power 666,637(3)
(11)Aggregate Amount Beneficially Owned By Each Reporting Person 4,956,068
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(12)Check If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ]
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(13)Percent Of Class Represented By Amount In Row (11) 22.2%(4)
------------------------------------------------------------------------------
(14)Type Of Reporting Person: PN
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(1) Consists of 381,462 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 118,282 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company, of
which Paradigm Capital Equity Partners, LLC, a Delaware limited liability
company, is the Manager, of which Paradigm Holdings, a Delaware general
partnership, is the Managing Member.
(2) Consists of shares of Common Stock issuable upon conversion of (i) 100,863
shares of Series B Preferred Stock acquired in the Third Closing(as defined
herein) upon conversion of the outstanding principal of a convertible promissory
note that had been issued in connection with the First Closing and Second
Closing (each as defined herein) and substantially all of the accrued interest
on such promissory note at the time of conversion; (ii) 250,000 shares of Series
B Preferred Stock underlying warrants (the "Tranche A Warrants") issued in the
First Closing and Second Closing; and (iii) 115,000 shares of Series B Preferred
Stock acquired upon partial exercise of a warrant (the "Tranche B Warrant") in
the Third Closing. Each share of Series B Preferred Stock is currently
convertible into 9.2075 shares of Common Stock (subject to adjustment -- See
Item 4 of Schedule 13D). All of such shares are held or may be acquired by Image
Investor Portfolio, a separate series of Memphis Angels LLC, a Delaware limited
liability company, of which Paradigm Capital Equity Partners, LLC, a Delaware
limited liability company, is the Manager, of which Paradigm Holdings, a
Delaware general partnership, is the Managing Member.
(3) The Reporting Person shares the power to dispose or direct the disposition
of 666,637 shares of common stock with First Avenue (defined herein in Item 4).
Of such shares, the Reporting Person disclaims beneficial ownership of 124,787
shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 11.8%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
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(1) Names of Reporting Persons. SS or I.R.S. Identification Nos. of Above
Persons
Frank A. McGrew IV
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(2)Check The Appropriate Box If A Member Of A Group
(a): X
(b):
------------------------------------------------------------------------------
(3) SEC Use Only
------------------------------------------------------------------------------
(4) Source Of Funds*
AF
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(5) Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items
2(d) Or 2(e): [ ]
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(6) Citizenship Or Place Of Organization
Tennessee
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Number Of Shares (7) Sole Voting Power
Beneficially Owned (8) Shared Voting Power 4,831,281(1)
By Each Reporting (9) Sole Dispositive Power
Person With (10) Shared Dispositive Power 4,956,068 (2) & (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 4,956,068
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(12) Check If The Aggregate Amount In Row (11) Excludes Certain Shares*[ ]
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(13) Percent Of Class Represented By Amount In Row (11) 22.2%(4)
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(14) Type Of Reporting Person: IN
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(1) Consists of 381,462 shares of Common Stock and shares of Common Stock
issuable upon conversion of (i) 118,282 shares of Series B Preferred Stock
acquired in the Third Closing(as defined herein) upon conversion of the
outstanding principal of a convertible promissory note that had been issued in
connection with the First Closing and Second Closing (each as defined herein)
and substantially all of the accrued interest on such promissory note at the
time of conversion; (ii) 250,000 shares of Series B Preferred Stock underlying
warrants (the "Tranche A Warrants") issued in the First Closing and Second
Closing; and (iii) 115,000 shares of Series B Preferred Stock acquired upon
partial exercise of a warrant (the "Tranche B Warrant") in the Third Closing.
Each share of Series B Preferred Stock is currently convertible into 9.2075
shares of Common Stock (subject to adjustment -- See Item 4 of Schedule 13D).
All of such shares are held or may be acquired by Image Investor Portfolio, a
separate series of Memphis Angels LLC, a Delaware limited liability company, of
which Paradigm Capital Equity Partners, LLC, a Delaware limited liability
company, is the Manager, of which Paradigm Holdings, a Delaware general
partnership, is the Managing Member, of which Mr. McGrew is the Managing
Partner.
(2) Consists of shares of Common Stock issuable upon conversion of (i) 100,863
shares of Series B Preferred Stock acquired in the Third Closing(as defined
herein) upon conversion of the outstanding principal of a convertible promissory
note that had been issued in connection with the First Closing and Second
Closing (each as defined herein) and substantially all of the accrued interest
on such promissory note at the time of conversion; (ii) 250,000 shares of Series
B Preferred Stock underlying warrants (the "Tranche A Warrants") issued in the
First Closing and Second Closing; and (iii) 115,000 shares of Series B Preferred
Stock acquired upon partial exercise of a warrant (the "Tranche B Warrant") in
the Third Closing. Each share of Series B Preferred Stock is currently
convertible into 9.2075 shares of Common Stock (subject to adjustment -- See
Item 4 of Schedule 13D). All of such shares are held or may be acquired by Image
Investor Portfolio, a separate series of Memphis Angels LLC, a Delaware limited
liability company, of which Paradigm Capital Equity Partners, LLC, a Delaware
limited liability company, is the Manager, of which Paradigm Holdings, a
Delaware general partnership, is the Managing Member, of which Mr. McGrew is the
Managing Partner.
(3) The Reporting Person shares the power to dispose or direct the disposition
of 666,637 shares of common stock with the New Investors (defined herein in Item
4). Of such shares, the Reporting Person disclaims beneficial ownership of
124,787 shares of common stock for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended.
(4) Calculated in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The Reporting Person's actual voting interest is 11.8%
because all shares of Series B Preferred Stock, including the shares acquired by
the New Investors (as defined herein), vote on an as-converted basis with the
Common Stock.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 7 to Schedule 13D (this "Amendment") relates to the
Common Stock, $.001 par value per share (the "shares"), of IPIX Corporation, a
Delaware corporation (the "Company"), and is being filed on behalf of the
undersigned to amend the Schedule 13D originally filed on May 24, 2001 (the
"Schedule 13D") and amended on May 30, 2001, October 1, 2001, March 25, 2002,
May 7, 2004, May 12, 2004 and June 16, 2004 (the "Sixth Amendment"). The
principal executive offices of the Company are located at 3160 Crow Canyon Road,
Suite 400, San Ramon, CA 94503, (925) 242-4000. Unless otherwise indicated, all
capitalized terms used herein but not defined shall have the same meaning as set
forth in the Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
The twenty-first paragraph of Item 4 of the Schedule 13D is amended and
restated in its entirety as follows:
On May 28, 2004, the Filing Persons and First Avenue Partners, L.P.
("First Avenue") entered into an agreement to share the power to dispose or
direct the disposition of 1,869,776 shares of common stock by executing sales
through a broker-dealer into the market pursuant to Stock Trading Plans adopted
by the Filing Persons and First Avenue on that date in accordance with Rule
10b5-1 of the Securities Exchange Act of 1934 ("10b5-1 Trading Plans"). On June
3, 2004, the Filing Persons converted 66,024 shares of Series B Preferred Stock
into 607,916 shares of common stock and received 36,690 shares of common stock
for dividends accrued through the date of conversion as required under the terms
of the preferred stock. On June 3, 2004, First Avenue converted 15,205 shares of
Series B Preferred Stock into 140,000 shares of common stock and received 8,450
shares of common stock for dividends accrued through the date of conversion as
required under the terms of the preferred stock. On June 9, 2004, the Filing
Persons converted 16,506 shares of Series B Preferred Stock into 151,979 shares
of common stock and received 9,158 shares of common stock for dividends accrued
through the date of conversion as required under the terms of the preferred
stock. On June 9, 2004, First Avenue converted 7,700 shares of Series B
Preferred Stock into 70,898 shares of common stock and received 4,272 shares of
common stock for dividends accrued through the date of conversion as required
under the terms of the preferred stock. On June 18, 2004, the Filing Persons
converted 23,018 shares of Series B Preferred Stock into 211,938 shares of
common stock and received 11,853 shares of common stock for dividends accrued
through the date of conversion as required under the terms of the preferred
stock. On June 17, 2004, First Avenue converted 8,145 shares of Series B
Preferred Stock into 74,995 shares of common stock and received 4,194 shares of
common stock for dividends accrued through the date of conversion as required
under the terms of the preferred stock. As of July 1, 2004, the Filing Persons
and First Avenue have sold 1,203,139 shares of common stock by executing sales
through a broker-dealer into the market pursuant to the 10b5-1 Trading Plans.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) Each of the Filing Persons may be deemed to beneficially own
4,956,068 shares of common stock. Such shares, based on the capitalization of
the Company as of June 18, 2004 (in accordance with information provided by
Company's counsel), constitute 22.2% of the common stock. However, the Filing
Persons' actual voting interest is 11.8% because all shares of Series B
Preferred Stock vote on an as-converted basis with the common stock and because
the Filing Persons do not have the power to vote a portion of the shares that it
may be deemed to beneficially own.
On May 28, 2004, the Filing Persons and First Avenue entered into an
agreement to dispose of 1,869,776 shares of common stock of the Company by
executing sales through a broker-dealer into the market pursuant to 10b5-1
Trading Plans adopted by the Filing Persons and First Avenue.
Based on information available to the Filing Persons, First Avenue may
be deemed to beneficially own 1,243,691 shares of common stock, constituting
6.8% of the outstanding common stock of the Company.
(b) Of the 4,956,068 shares of common stock beneficially owned by the
Filing Persons, the Filing Persons have sole power to vote or to direct the vote
of 4,831,281 shares of common stock; have sole power to dispose or direct the
disposition of 4,289,431 shares of common stock; and have shared power to
dispose or direct the disposition of 666,637 shares of common stock.
The 4,831,281 shares of common stock beneficially owned by the Filing
Persons, over which the Filing Persons have sole power to vote or direct the
vote, include the following: (i) 381,462 shares of common stock; (ii) 1,089,082
shares of common stock underlying the 118,282 of Series B Preferred Stock that
Image acquired upon conversion of the principal amount of, and substantially all
of the accrued interest on, the Promissory Note at the Third Closing; (iii)
1,058,862 shares of common stock underlying the 115,000 shares of Series B
Preferred Stock that Image acquired upon exercise of a portion of the Tranche B
Warrant at the Third Closing; and (iv) 2,301,875 shares of common stock issuable
upon conversion of 250,000 shares of Series B Preferred Stock currently
underlying the Tranche A Warrants.
The 4,289,431 shares of common stock beneficially owned by the Filing
Persons, over which the Filing Persons have sole power to dispose or direct the
disposition, include the following: (i) 928,695 shares of common stock
underlying the 100,863 of Series B Preferred Stock that Image acquired upon
conversion of the principal amount of, and substantially all of the accrued
interest on, the Promissory Note at the Third Closing; (ii) 1,058,862 shares of
common stock underlying the 115,000 shares of Series B Preferred Stock that
Image acquired upon exercise of a portion of the Tranche B Warrant at the Third
Closing; and (iii) 2,301,875 shares of common stock issuable upon conversion of
250,000 shares of Series B Preferred Stock currently underlying the Tranche A
Warrants.
The Filing Persons have shared power to dispose or to direct the
disposition of 666,637 shares of common stock (the "Agreement Shares") as a
result of entering into 10b5-1 Trading Plans on May 28, 2004. The Filing Persons
have sole power to vote or direct the vote of 541,850 of the Agreement Shares.
The Filing Persons disclaim beneficial ownership of 124,787 shares of the
Agreement Shares, the portion over which it has no power to vote or direct the
vote, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act.
The principal business of First Avenue Partners, L.P., a Tennessee
limited partnership, is investing in securities of private and public companies
and is located at 30 Burton Hills Blvd., Nashville, TN 37215.
Based on information available to the Filing Persons, First Avenue has
the following interests in the securities of IPIX Corporation:
First Avenue Partners, L.P. Common Stock Percent
Beneficially Owned of Class
Sole Voting Power 701,841
Shared Voting Power 0
Sole Dispositive Power 577,054
Shared Dispositive Power 666,637
Aggregate Amount Beneficially Owned 1,243,691 6.8 %
(c) The Reporting Persons are reporting transactions since June 2, 2004,
rather than since the most recent filing of Schedule 13D because information
provided in the Sixth Amendment regarding the number of shares of Common Stock
issued to the Reporting Persons and First Avenue for dividends accrued through
the date of conversion with respect to conversion of shares of Series B
Preferred Stock on June 3, 2004 and June 9, 2004, were reported incorrectly
in the Sixth Amendment due to a miscalculation by the Company of the number of
shares so issuable.
June 3, 2004
Reporting Persons: Issuance of 644,606 shares of common stock upon
conversion of 66,024 shares of Series B Preferred Stock and for dividends
accrued through the date of conversion as required under the terms of the
preferred stock.
First Avenue: Issuance of 148,450 shares of common stock upon
conversion of 15,205 shares of Series B Preferred Stock and for dividends
accrued through the date of conversion as required under the terms of the
preferred stock.
June 3, 2004
Reporting Persons: Sale of 476,336 shares of common stock for a price
per share of $11.1416 in an open market transaction.
First Avenue: Sale of 109,698 shares of common stock for a price per
share of $11.1416 in an open market transaction.
June 9, 2004
Reporting Persons: Issuance of 161,137 shares of common stock upon
conversion of 16,506 shares of Series B Preferred Stock and for dividends
accrued through the date of conversion as required under the terms of the
preferred stock.
First Avenue: Issuance of 75,170 shares of common stock upon conversion
of 7,700 shares of Series B Preferred Stock and for dividends accrued through
the date of conversion as required under the terms of the preferred stock.
June 9, 2004
Reporting Persons: Sale of 283,554 shares of common stock for a price
per share of $13.5784 in an open market transaction.
First Avenue: Sale of 65,302 shares of common stock for a price per
share of $13.5784 in an open market transaction.
June 16, 2004
Reporting Persons: Sale of 6,096 shares of common stock for a price
per share of $15.0019 in an open market transaction.
First Avenue: Sale of 1,404 shares of common stock for a price per
share of $15.0019 in an open market transaction.June 17, 2004
Reporting Persons: Sale of 211,940 shares of common stock for a price
per share of $15.0041 in an open market transaction.
First Avenue: Issuance of 79,189 shares of common stock upon conversion
of 8,145 shares of Series B Preferred Stock and for dividends accrued through
the date of conversion as required under the terms of the preferred stock.
First Avenue: Sale of 48,809 shares of common stock for a price per
share of $15.0041 in an open market transaction.
June 18, 2004
Reporting Persons: Issuance of 223,791 shares of common stock upon
conversion of 23,018 shares of Series B Preferred Stock and for dividends
accrued through the date of conversion as required under the terms of the
preferred stock.
Other than under the transactions described above, no transactions in
the Common Stock of the Company have been effected by Image, Memphis Angels,
PCEP, Paradigm or Mr. McGrew, or to the knowledge of Image, Memphis Angels,
PCEP, Paradigm or Mr. McGrew, by any of the general partners of Paradigm, since
the most recent filing of Schedule 13D.
(d) To the knowledge of the Filing Persons, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities covered by this Schedule 13D.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information set forth in this statement
is true, complete and correct.
Dated: July 01, 2004
IMAGE INVESTOR PORTFOLIO,
a separate series of
MEMPHIS ANGELS, LLC,
a Delaware limited liability company
By: PARADIGM CAPITAL EQUITY PARTNERS, LLC,
Its Manager
By: PARADIGM HOLDINGS,
its Managing Member
By: /s/ Frank A. McGrew IV
-----------------------
Name: Frank A. McGrew IV
Title: Managing Partner
PARADIGM CAPITAL EQUITY PARTNERS, LLC,
a Delaware limited liability company
By: PARADIGM HOLDINGS,
its Managing Member
By: /s/ Frank A. McGrew IV
----------------------
Name: Frank A. McGrew IV
Title: Managing Partner
PARADIGM HOLDINGS,
a Delaware general partnership
By: /s/ Frank A. McGrew IV
----------------------
Name: Frank A. McGrew IV
Title: Managing Partner
FRANK A. MCGREW IV
/s/ Frank A. McGrew IV