its all about Genentech: family jewels
Consists of an aggregate of (a) 37,399,065 shares of common stock issued to former stockholders of HaptoGuard, Inc., which shares consist of (i) 22,524,437 shares of common stock and (ii) 14,874,628 shares of common stock issued upon the conversion of a portion of our preferred stock that was transferred to HaptoGuard, Inc. by Genentech, Inc., and (b) 13,492,349 shares of common stock issued to Genentech upon the conversion of a portion of preferred stock held by Genentech, all of which occurred upon the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of April 19, 2006.
Alex Libin 200,697 * 200,697 − *
Andrew Levy 2,545,683 2% 2,545,683 − *
Ariane Eisman 380,268 * 380,268 − *
David Greenberg 630,259 * 630,259 − *
Genentech, Inc. 798,314 * 13,492,349 798,314 *
Ilan Kaufthal 876,729 * 876,729 − *
Joshua Berkowitz(3) 647,864 * 647,864 − *
Laura Berkowitz(3) 799,267 * 799,267 − *
Lawrence Bryskin 119,714 * 119,714 − *
Mark Brody 228,865 * 228,865 − *
Mark Cohen 288,722 * 288,722 − *
Mary Tanner (4) 5,212,146 4% 5,212,146 − *
Michael Colton 528,150 * 528,150 − *
NJTC Venture Capital 1,957,676 2% 1,957,676 − *
Noah Berkowitz(3)
President and Chief Executive Officer 9,506,700 7% 9,506,700 − *
Noah Berkowitz Family Trust(3) 6,337,800 5% 6,337,800 − *
Oxis International, Inc. 551,800 * 551,800 − *
Platinum Partners 1,228,829 1% 1,228,829 − *
Seth Berkowitz(3) 186,613 * 186,613 − *
Seth Farbman 197,176 * 197,176 − *
Shai Stern 704,200 * 704,200 − *
Sidlog Limited 1,147,846 * 1,147,846 − *
Smithfield Fiduciary LLC 2,679,481 2% 2,679,481 − *
Steven Farber 140,840 * 140,840 − *
Walter Berkowitz(3) 795,746 * 795,746 − *
Wayne Yetter (5) 306,327 * 306,327 − *
* Less than 1%
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(1) Percentages prior to the offering are based on 137,333,514 shares of common stock that were issued and outstanding as of September 25, 2006. We deem shares of common stock that may be acquired by an individual or group within 60 days of September 25, 2006 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but such shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other individual or entity shown in the table.
(2) We do not know when or in what amounts the selling stockholders may offer for sale the shares of common stock pursuant to this offering. The selling stockholders may choose not to sell any of the shares offered by this prospectus. Because the selling stockholders may offer all or some of the shares of common stock pursuant to this offering, and because there are currently no agreements, arrangements or undertakings with respect to the sale of any of the shares of common stock, we cannot estimate the number of shares of common stock that the selling stockholders will hold after completion of the offering. For purposes of this table, we have assumed that the selling stockholders will have sold all of the shares covered by this prospectus upon the completion of the offering.
(3) Joshua Berkowitz is the brother of Noah Berkowitz, who is our President and Chief Executive Officer and a member of our Board of Directors. Laura Berkowitz is the sister of Noah Berkowitz. Seth Berkowitz is the brother of Noah Berkowitz. Walter Berkowitz is the father of Noah Berkowitz. Noah Berkowitz disclaims beneficial ownership of the shares owned by the above named family members. In addition, Noah Berkowitz is the trustee of the Noah Berkowitz Family Trust (the “Trust”) and as such has voting and investment control over the securities held by the Trust. Mr. Berkowitz disclaims beneficial ownership of these securities.
(4) Includes 4,331,896 shares of common stock held directly by Ms. Tanner and 880,250 shares of common stock subject to options which were exercisable as of September 25, 2006. Ms. Tanner is a member of our board of directors.
(5) Includes 188,960 shares of common stock held directly by Mr. Yetter and 117,367 shares of common stock subject to options which were exercisable as of September 25, 2006. Mr. Yetter is a member of our board of directors.
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AI
