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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Note (2) | $ 0.29 | 01/19/2016 | P | 17,241,379 (3) | 01/19/2016 | 10/27/2016 | Common Stock | 17,241,379 (3) | $ 5,000,000 | 17,241,379 (3) | D | ||||
| Convertible Note | $ 0.17 | 02/11/2016 | C | 23,355,000 (4) | 01/19/2016 | 10/27/2016 | Common Stock | 23,355,000 (5) | $ 4,007,188 | 3,881,324 (6) | D | ||||
| Warrants | $ 5.09 (7) | 03/20/2013 | 09/19/2017 | Common Stock | 682,897 | 682,897 | D | ||||||||
| Warrants | $ 5.09 (7) | 09/10/2014 | 09/19/2017 | Common Stock | 119,352 | 119,352 | D | ||||||||
| Warrants | $ 0.91 (7) | 03/11/2015 | 09/10/2019 | Common Stock | 2,900,000 | 2,900,000 | D | ||||||||
| Warrants | $ 5.09 (7) | 01/19/2016 | 09/19/2017 | Common Stock | 255,551 | 255,411 | D | ||||||||
| Warrants | $ 5.09 | 02/11/2016 | J | 102,182 (8) | 02/11/2016 | 09/19/2017 | Common Stock | 102,182 (8) | $ 0 | 102,182 (8) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sentient Global Resources Fund IV, L.P. LANDMARK SQUARE, 64 EARTH CLOSE WEST BAY BEACH SOUTH GEORGE TOWN, GRAND CAYMAN, E9 KY1-1107 |
X | |||
| /s/ Greg Link, Director | 02/16/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | 90% of the 15 day VWAP prior to date of conversion. |
| (2) | The conversion price of the convertible note will be the lower of (i) $0.29 per share (90% of the 15 day VWAP based on date of issuance), (ii) 90% of the 15 day VWAP prior to conversion date or (iii) the Antidilution Price which is the "lowest price per share for which the Company has issued or sold, following the Original Issue Date, any shares of Common Stock or Common Stock Equivalent (except (a) pursuant to warrants, options and securities convertible into Common Stock issued by the Company and outstanding on the Original Issue Date...)." |
| (3) | Assumes the highest conversion price of $0.29, which is 90% of the 15 day VWAP as of the date of issuance. |
| (4) | Shares issued on partial conversion of Convertible Note. The number acquired is more than the number of shares indicated as issuable on conversion since the conversion price was lower on the date of conversion than it was on the date the note was issued. See prior explanations. |
| (5) | Shares issued on partial conversion of Convertible Note. More than the number of shares indicated issuable on conversion since the conversion price was lower on the date of conversion than it was on the date the note was issued. See explanations herein. |
| (6) | Assumes that the amount of the Convertible Note not yet converted ($1,125,584) is converted at $0.29 per share (90% of the 15 day VWAP as of the date of issuance). As noted above, the actual conversion price cannot be determined unless and until conversion occurs. This amount does not include any accrued interest as of the date of conversion which may also be converted. |
| (7) | Reflects revised exercise price resulting from anti-dilution adjustments triggered by partial exercise of convertible note on February 11, 2016. |
| (8) | Reflects additional shares issuable upon exercise of Warrants originally issued in 2012 to give effect to anti-dilution adjustments triggered by partial exercise of convertible note on February 11, 2016. |
| (9) | Shares issued upon partial conversion ($3,874,416 of principal plus $132,772 of interest leaving an unpaid balance of $1,125,584) of Convertible Note. |