CUSIP No.
46059S200
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 8
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IPIX Corporation
---------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
46059S200
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(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)
July 29, 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 3,170,454 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 2,833,738 (2)
Person With (10) Shared Dispositive Power 448,700 (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,282,438 (3)
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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) 14.0%(4)
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(14) Type Of Reporting Person OO
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(1) Consists of 105,443 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) 99,600 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)
93,164 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) 99,600 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 448,700 shares of common stock with First Avenue (defined herein in Item 4).
Of such shares, the Reporting Person disclaims beneficial ownership of 111,984
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 9.7%
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
--------------------------------------------------------------------------------
(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 3,170,454 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 2,833,738 (2)
Person With (10) Shared Dispositive Power 448,700 (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,282,438
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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) 14.0%(4)
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(14) Type Of Reporting Person OO
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(1) Consists of 105,443 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) 99,600 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) 93,164
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) 99,600 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 448,700 shares of common stock with First Avenue (defined herein in Item 4).
Of such shares, the Reporting Person disclaims beneficial ownership of 111,984
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 9.7%
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):
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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 3,170,454 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 2,833,738 (2)
Person With (10) Shared Dispositive Power 448,700 (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,282,438
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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) 14.0%(4)
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(14) Type Of Reporting Person OO
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(1) Consists of 105,443 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) 99,600 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) 93,164
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) 99,600 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 448,700 shares of common stock with First Avenue (defined herein in Item 4).
Of such shares, the Reporting Person disclaims beneficial ownership of 111,984
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 9.7%
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 3,170,454 (1)
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 2,833,738 (2)
Person With (10) Shared Dispositive Power 448,700 (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,282,438
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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) 14.0% (4)
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(14) Type Of Reporting Person PN
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(1) Consists of 105,443 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) 99,600 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) 93,164
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) 99,600 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 448,700 shares of common stock with First Avenue (defined herein in Item 4).
Of such shares, the Reporting Person disclaims beneficial ownership of 111,984
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 9.7%
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):
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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
Tennessee
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Number Of Shares (7) Sole Voting Power
Beneficially Owned (8) Shared Voting Power 3,170,454 (1)
By Each Reporting (9) Sole Dispositive Power
Person With (10) Shared Dispositive Power 3,282,438 (2) & (3)
(11) Aggregate Amount Beneficially Owned By Each Reporting Person 3,282,438
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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) 14.0%(4)
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(14) Type Of Reporting Person IN
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(1) Consists of 105,443 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) 99,600 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) 93,164
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) 99,600 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 448,700 shares of common stock with the New Investors (defined herein in Item
4). Of such shares, the Reporting Person disclaims beneficial ownership of
111,984 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 9.7%
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. 8 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, June 16, 2004, and July 2, 2004. 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 3.
Item 3 of the Schedule 13D is amended, in pertinent part, to add the
following paragraph:
On August 2, 2004, Image exercised a portion of the Tranche A Warrants,
acquiring 149,400 shares of Series B Preferred Stock of the Company in exchange
for an aggregate exercise price of $2,988,000. The source of funds used by Image
in connection with the exercise of such portion of the Tranche A Warrants was
working capital and other funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
The last sentence of the twenty-first paragraph of Item 4 of the
Schedule 13D is amended and restated in its entirety as follows:
As of July 16, 2004, the Filing Persons and First Avenue had 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; and on such date the 10b5-1 Trading
Plans terminated in accordance with its terms.
The twenty-second paragraph of the Schedule 13D is amended and restated in its
entirety as follows:
Pursuant to the terms of the Tranche A Warrants, on August 2, 2004, the
Filing Persons elected to purchase 149,400 shares of the Series B Preferred
Stock for a total exercise price of $2,988,000. In addition, on August 2, 2004,
in accordance with the conversion terms of the preferred stock, the Filing
Persons converted 149,400 shares of Series B Preferred Stock into 1,375,600
shares of common stock. During the period of July 29, 2004 through August 2,
2004, the Filing Persons sold 1,613,122 shares of common stock by executing
sales through a broker-dealer into the market.
Item 4 of the Schedule 13D is amended, in pertinent part, to add the following
twenty-third paragraph:
On August 3, 2004, the Filing Persons and First Avenue entered into an
agreement to share the power to dispose or direct the disposition of 500,000
shares of common stock by executing sales through a broker-dealer into the
market (the "Disposition Agreement II"). As of August 13, 2004, the Filing
Persons and First Avenue have sold 51,300 shares of such common stock by
executing sales through a broker-dealer into the market.
Item 4 of the Schedule 13D is amended, in pertinent part, to add the following
twenty-fourth paragraph:
Other than as described above, the Filing Persons have no current plans
or proposals which relate to or would result in any transaction, change or event
specified in clauses (a) through (j) of Schedule 13D. The Filing Persons reserve
the right to develop such plans or proposals in the future.
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
3,282,438 shares of common stock. Such shares, based on the capitalization of
the Company as of August 6, 2004 (in accordance with information provided by
Company's counsel), constitute 14.0% of the common stock. However, the Filing
Persons' actual voting interest is 9.7% 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 August 3, 2004, the Filing Persons and First Avenue entered into
Disposition Agreement II to dispose of 500,000 shares of common stock of the
Company by executing sales through a broker-dealer into the market.
Based on information available to the Filing Persons, First Avenue may
be deemed to beneficially own 1,025,754 shares of common stock, constituting
4.9% of the outstanding common stock of the Company.
(b) Of the 3,282,438 shares of common stock beneficially owned by the
Filing Persons, the Filing Persons have sole power to vote or to direct the vote
of 3,170,454 shares of common stock; have sole power to dispose or direct the
disposition of 2,833,738 shares of common stock; and have shared power to
dispose or direct the disposition of 448,700 shares of common stock.
The 3,170,454 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) 105,443 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) 917,067 shares of common stock issuable
upon conversion of 99,600 shares of Series B Preferred Stock currently
underlying the Tranche A Warrants.
The 2,833,738 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) 857,808 shares of common stock
underlying the 93,164 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) 917,067 shares of common stock issuable upon conversion of
99,600 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 448,700 shares of common stock (the "Agreement Shares") as a
result of entering into Disposition Agreement II on August 3, 2004. The Filing
Persons have sole power to vote or direct the vote of 336,716 of the Agreement
Shares. The Filing Persons disclaim beneficial ownership of 111,984 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 689,038
Shared Voting Power -0-
Sole Dispositive Power 577,054
Shared Dispositive Power 448,700
Aggregate Amount Beneficially Owned 1,025,754 4.9 %
(c) Transactions in the common stock of IPIX Corporation by the Reporting
Persons and First Avenue since the most recent filing of Schedule 13D are as
follows:
July 29, 2004
Reporting Persons: Sale of 395,167 shares of common stock for a price per
share of $9.0399 in an open market transaction.
July 30, 2004
Reporting Persons: Sale of 416,155 shares of common stock for a price per
share of $9.1076 in an open market transaction.
August 2, 2004
Reporting Persons: Issuance of 1,375,600 shares of common stock upon
conversion of 149,400 shares of Series B Preferred Stock acquired upon the
exercise of Tranche A Warrants.
Reporting Persons: Sale of 301,800 shares of common stock for a price
per share of $9.4711 in an open market transaction.
Reporting Persons: Sale of 500,000 shares of common stock for a price
per share of $9.0457 in an open market transaction.
August 3, 2004
Reporting Persons: Sale of 8,480 shares of common stock for a price per
share of $9.0198 in an open market transaction.
First Avenue: Sale of 2,820 shares of common stock for a price per share of
$9.0198 in an open market transaction.
August 4, 2004
Reporting Persons: Sale of 30,017 shares of common stock for a price per
share of $9.0187 in an open market transaction.
First Avenue: Sale of 9,983 shares of common stock for a price per share of
$9.0187 in an open market transaction.
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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is amended and restated in its entirety as follows:
Other than the Securities Purchase Agreement, the Registration Rights
Agreement, the Stockholders Agreement, the Certificate of Designation, and the
Disposition Agreement II, to the knowledge of the Filing Persons, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 and between such persons and any person with respect to any securities
of the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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: August 16, 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
-----------------------------