Business Context and Reporting Period
This Form 8-K was filed by Camp Nine, Inc. (noted as Relmada Therapeutics, Inc. in metadata) on May 14, 2014. The report details the closing of a private offering of Class A Preferred Convertible Stock.
Key Financial Metrics
- Proceeds Raised: $2,000,000
- Shares Issued: 3,337,310 shares of Class A Preferred Convertible Stock
- Price Per Share: $0.60
- Number of Purchasers: 10 accredited investors
- Regulatory Status: Exempt from registration under Rule 506 of Regulation D
The filing does not provide data on revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change is the increase in capitalization through the issuance of 3,337,310 new shares of Class A Stock. This transaction represents a significant capital infusion of $2 million compared to the prior period.
Terms, Outlook, and Risks
Security Terms
- Dividends: Holders are entitled to two times the dividend amount granted to common stockholders.
- Liquidation Preference: Equal participation per share with common stockholders in the event of dissolution.
- Voting Rights: No voting rights on matters submitted to common stockholders.
- Conversion: Automatically converts monthly into common stock, provided the holder does not exceed 9.9% ownership of the company's total issued and outstanding shares.
Restrictions and Contingencies
- Lock-Up Agreement: Shares are subject to a 12-month lock-up period if the company enters into the share exchange described in the Form 8-K filed on May 5, 2014.
- Ownership Cap: Conversion is restricted if it would cause a holder to beneficially own more than 9.9% of the company's stock.
The filing contains no management commentary on future guidance, operational outlook, or specific risk factors beyond the terms of the security.
Investor Verification Checklist
- Verify the status of the share exchange agreement referenced in the May 5, 2014 Form 8-K to confirm if the 12-month lock-up is active.
- Review the Certificate of Designation (Exhibit 4.1) for the full legal description of the Class A Stock rights.
- Confirm the current total issued and outstanding share count to assess the dilution impact of the 3,337,310 new shares.
- Check subsequent filings for any updates on the company's use of the $2,000,000 in proceeds.