Armistice has the potential with the 75 cent warrants to own about a third of IPCI. How do they get around this:
Under the terms of each of the Warrants, Armistice does not hav
e the right to
exercise any portion of the Warr
ants if, immediately after givi
ng effect to such
exercise, Armistice, together
with its affiliates, would benefi
cially own in excess of
4.99% or 9.99% (as applicable) o
f the number of Common Shares o
utstanding
(the “
Beneficial Ownership Limitation
”). Armistice may increase or decrease
the Beneficial Ownership Limit
ation upon delivery of written no
tice to the Issuer
subject, in all cases, to a maximum limit of 9.99%. Any increas
e in the Beneficial
Ownership Limitation
will not be effective until 61 days follow
ing notice of such
increase from the Armistice to
the Issuer. In addition, as a ho
lder of the Warrants,
Armistice has the right to participate in any rights offering o
r distribution of assets
(such as a spinoff) by the Iss
uer together with other holders o
f Common Shares
on an “as exercised” basis
.
The exercise price and number of Common Shares
issuable upon the exercise of t
he Warrants are subject to adjus
tment for stock
splits, reverse splits, and similar capital transactions, as de
scribed in the
Warrants. The Warrants may also be exercised on a “cashless” ba
sis in certain
circumstances.
As the percentage of Common Shares
over which Armistice exercis
es control or
direction if all of the Warrants
were exercised would exceed th
e Beneficial
Ownership Limitation referred to
above, Armistice has calculate
d its
securityholding percentage in thi
s report on a partially-dilute
d basis, to be 9.99%
of the Outstanding Shares.
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