6/24/2009 U.M. AccelMed, Limited Partnership - Initial Statement of Beneficial Ownership (3)
Common stock 9633228
On June 24, 2009, Ophthalmic Imaging Systems (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") with U.M. AccelMed, Limited Partnership ("AccelMed"), pursuant to which the Company agreed to issue and sell to AccelMed up to an aggregate of 13,214,317 shares of the Company's common stock, no par value (the "Common Stock"), and warrants to purchase up to an aggregate of 4,404,772 shares of Common Stock in two installments.
For the first installment, completed on June 24, 2009, the Company issued to AccelMed 9,633,228 shares of Common Stock and a warrant to purchase up to 3,211,076 shares of Common Stock, for an aggregate purchase price of $3,999,909. For the second installment (the "2nd Installment"), the Company will issue to AccelMed 3,581,089 shares of Common Stock and a warrant to purchase up to 1,193,696 shares of Common Stock, for an aggregate purchase price of $1,999,967. Subject to certain conditions set forth in the Purchase Agreement, which includes, without limitation, the achievement of certain financial milestones, the completion of the 2nd Installment will occur within 14 days of the date of the Company's filing of its Form 10-Q for the quarter ended March 31, 2010 or on a later date as may be agreed to in writing by the parties.
These securities are owned directly by AccelMed and indirectly by A.M. AccelMed Management (2009) Ltd., the general partner of AccelMed (the "General Partner"), M. Arkin (1999) Ltd ("M. Arkin (1999)"), the beneficial owner of 80% of the outstanding shares of the General Partner, and Moshe Arkin, the sole director and the beneficial owner of 99.9% of the outstanding shares of M. Arkin (1999) and a director of the Company.
The filing of this Form 3 shall not be construed as an admission that the General Partner, M. Arkin (1999) or Mr. Arkin is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of Common Stock of the Company owned by AccelMed. Pursuant to Rule 16a-1, each of the General Partner, M. Arkin (1999) and Mr. Arkin disclaim beneficial ownership of the shares of the Company reported herein that are beneficially owned by AccelMed, except to the extent of their pecuniary interest therein.
