(3)
This information is based upon a Schedule 13D (Amendment No. 5) filed jointly by DST Capital LLC (“DST Capital”), and Bin Zhao reporting beneficial ownership as of March 20, 2020. Consists of 3,030,722 shares of Common Stock and warrants to purchase up to 207,000 shares of Common Stock. The warrants are subject to a 49.99% beneficial ownership limitation, if applicable.
(4)
This information is based upon a Schedule 13D filed by Du Xiaoyu reporting beneficial ownership as of May 29, 2018.
(5)
This information is based upon a Schedule 13D filed by Zhou Heping reporting beneficial ownership as of May 29, 2018.
(6)
Includes 300,000 warrants transferred from DST Capital to Mr. Yu’s wife, of which such warrants Mr. Yu disclaims beneficial ownership, 44,520 shares of Common Stock, as well as options to acquire 73,251 shares exercisable within 60 days of April 23, 2020.
(7)
Includes options to acquire 73,251 shares exercisable within 60 days of April 23, 2020.
(8)
Includes options to acquire 10,000 shares exercisable within 60 days of April 23, 2020, and 9,795 shares.
(9)
Consists of 36,000 shares of Common Stock, warrants to purchase up to 174,000 shares of Common Stock, and options to acquire 37,226 shares exercisable within 60 days of April 23, 2020.
(10)
Includes options to acquire 30,942 shares that are exercisable within 60 days of April 23, 2020.
(11)
Includes options to acquire 29,672 shares that are exercisable within 60 days of April 23, 2020.
(12)
Consists of 25,000 shares of Common Stock, and options to acquire 29,672 shares that are exercisable within 60 days of April 23, 2020.
(13)
Includes options to acquire 34,800 shares that are exercisable within 60 days of April 23, 2020.
(14)
Includes options to acquire 318,814 shares and warrants to purchase up to 474,000 shares, that are all exercisable within 60 days of April 23, 2020, and 115,315 Common Shares. Includes 300,000 warrants transferred from DST Capital to Mr. Yu’s wife, of which such warrants Mr. Yu disclaims beneficial ownership.
CHANGE IN CONTROL — 2017
As previously disclosed, a change in control of the Company may be deemed to have occurred on December 27, 2017. On that date, the Company entered into a Securities Purchase Agreement with Bin Zhao (including such investor’s designees, the “Investors”), pursuant to which the Company issued to Investors in a private placement (the “Private Placement”) (i) 518,000 shares of the Company’s Common Stock at a price of $2.00 per share (ii) 3,108 shares of Series D Convertible Preferred Stock, and (ii) warrants to purchase 3,108,000 shares of Common Stock (the “Warrants”).
The Warrants have an exercise price of $2.00 per share, subject to adjustments as provided under the terms of the Warrants, and are immediately exercisable. The Warrants are exercisable for five years from the issuance date. As of April 23, 2020, based on the exercise of such warrants through such date, warrants to purchase 207,000 shares of Common Stock remain outstanding. The Series D Preferred Stock has been fully converted into Common Stock.
In connection with the Private Placement, the Company agreed to grant board representation and nomination rights to the Investors and their affiliates, such that the director nominees of the Investors shall constitute a majority of the Company’s Board of Directors, but no more than is necessary to constitute such a majority.
As a result of the foregoing transactions, as of December 31, 2017 the Investors and Ms. Zhao, collectively, had beneficial ownership of a majority of the securities of the Company that are entitled to vote, generally, with respect to matters submitted to the holders of the Common Stock. Accordingly, the Investors and Ms. Zhao may be deemed to have acquired control of the Company.