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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 | ||||||||
| Senior Secured Convertible Promissory Note | $ 0.33 | 03/13/2008 | P | $ 1,500,000 (1) (2) | 03/13/2008 | 11/30/2008 | Common Stock | 4,545,454 (1) (2) | $ 1,500,000 | $ 17,168,659.69 (3) (4) | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PERSEUS PARTNERS VII L P C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON, DC 20006 |
X | X | ||
| PEARL FRANK H C/O PERSEUS, L.L.C. 2099 PENNSYLVANIA AVE., N.W., 9TH FLOOR WASHINGTON, DC 20006 |
X | |||
| /s/ Teresa Y. Bernstein ** Teresa Y. Bernstein, Secretary and Treasurer | 03/17/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Teresa Y. Bernstein, Attorney-In-Fact for Frank H. Pearl | 03/17/2008 | |
| **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) | On March 13, 2008, Perseus VII purchased from the Issuer a senior secured convertible promissory note (the "Convertible Note") in the principal amount of $1.5 million. The Convertible Note is convertible into a maximum of 4,545,454 shares of the Issuer's common stock. The Convertible Note bears interest at a rate of 12.5% per annum, with such interest payable, in the Issuer's discretion, either in cash or in kind by the issuance of additional senior secured convertible promissory notes (the "Additional Convertible Notes"). As with the Convertible Note, the Additional Convertible Notes also will be convertible into shares of common stock of the Issuer at a price equal to $0.33 per share. (Continued on the next footnote)... |
| (2) | (Continued from footnote 1)...Assuming that all interest payable on the Convertible Note through its scheduled maturity is paid by the issuance of Additional Convertible Notes, that all Additional Convertible Notes are fully converted, and that neither the Convertible Note nor any Additional Convertible Note is prepaid, Perseus VII would receive an additional 420,759 shares of the Issuer's common stock upon the conversion of all such Additional Convertible Notes. Payment of all outstanding principal of and accrued but unpaid interest on the Convertible Note and any Additional Convertible Notes is due in full on November 30, 2008. |
| (3) | In addition to the securities reported on this Form 4, Perseus VII holds directly for its own account, (a) three senior secured convertible promissory notes in an aggregate amount of $15,668,659.69, which are convertible into 27,488,876 shares of the Issuer's common stock, as reported on a Form 4 filed on August 28, 2007, a Form 4 filed on October 2, 2007 and a Form 4 filed on January 2, 2008 and (b) warrants granting it the right to purchase up to an aggregate amount of 42,944,165 shares of the common stock of the Issuer, as reported on a Form 3 filed on June 11, 2007 and a Form 4 filed on August 28, 2007. (Continued on the next footnote)... |
| (4) | (Continued from footnote 3)...Perseus VII holds indirectly 16,715 shares of restricted stock of the Issuer and non-qualified stock options in an aggregate amount of 122,800 options to acquire 122,800 shares of the Issuer's common stock granted by the Issuer to individuals nominated by Perseus VII to serve as directors of the Issuer as reported on a Form 4 filed on January 24, 2008 and on a Form 4 filed on February 12, 2008. |
| (5) | All of the securities reported herein are held directly for the account of Perseus VII. Perseus VII is a Delaware limited partnership. Its general partner is Perseus Partners VII GP, L.P., a Delaware limited partnership. Perseus Partners VII GP, L.L.C., a Delaware limited liability company, is the general partner of Perseus Partners VII GP, L.P. The sole member of Perseus Partners VII GP, L.L.C. is Perseus, L.L.C., a Delaware limited liability company. Perseuspur, L.L.C., a Delaware limited liability company, is the managing member of Perseus, L.L.C. Frank H. Pearl, individually, owns 72.9% of Perseuspur, L.L.C. He also is the sole director and sole shareholder of Rappahannock Investment Company, a Delaware corporation, which in turn owns the remaining 27.1% of Perseuspur, L.L.C. By virtue of such control, Mr. Pearl may be deemed to have beneficial ownership of any shares that may be issued to Perseus VII. |
| Remarks: ** Ms. Bernstein is signing in her capacity as Secretary and Treasurer of Perseus Partners VII GP, L.L.C., which is the general partner of Perseus Partners VII GP, L.P., which is the general partner of Perseus Partners VII, L.P. ("Perseus VII"). | |