| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/23/2018 | 3. Issuer Name and Ticker or Trading Symbol Aeon Global Health Corp. [ AGHC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 452,974 | I | By: Ibex Microcap Fund LLLP(1)(3) |
| Common Stock | 833 | I | By: Lazarus Macro Micro Partners LLLP(2)(3) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series D Convertible Preferred Stock(4) | 12/20/2013 | (5) | Common Stock | 204,679(6) | 9.77 | I | By: Ibex Microcap Fund LLLP(1)(3) |
| Warrant (right to buy) | 01/27/2019(7) | 07/27/2024 | Common Stock | 111,111(8) | 2.7 | I | By: Ibex Microcap Fund LLLP(1)(3) |
| Warrant (right to buy) | 01/21/2019(7) | 12/15/2022 | Common Stock | 451,567(9) | 2.25 | I | By: Ibex Microcap Fund LLLP(1)(3) |
| Warrant (right to buy) | 01/21/2019(7) | 12/15/2022 | Common Stock | 39,682(10) | 2.25 | I | By: Ibex Microcap Fund LLLP(1)(3) |
| Warrant (right to buy) | 01/21/2019(7) | 12/15/2022 | Common Stock | 138,889(11) | 2.25 | I | By: Ibex Microcap Fund LLLP(1)(3) |
| Warrant (right to buy) | 01/21/2019(7) | 12/15/2022 | Common Stock | 36,667(12) | 2.25 | I | By: Ibex Microcap Fund LLLP(1)(3) |
| Warrant (right to buy) | 01/21/2019(7) | 12/15/2022 | Common Stock | 25,822(13) | 2.25 | I | By: Ibex Microcap Fund LLLP(1)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities reported herein are owned directly by Ibex Microcap Fund LLLP ("Ibex Microcap"). Ibex Investors LLC ("Ibex") is the investment adviser and general partner of Ibex Microcap and Justin B. Borus is the manager of Ibex. |
| 2. These securities reported herein are owned directly by Lazarus Macro Micro Partners LLLP ("Macro Micro"). Ibex is the investment adviser and general partner of Macro Micro. |
| 3. Each of Ibex and Mr. Borus expressly disclaims beneficial ownership of the securities held by Ibex Microcap and Macro Micro (referred to collectively as the "Funds") except to the extent of his or its pecuniary interest therein, if any. Each of the Funds expressly disclaims beneficial ownership of the securities held by the other Fund. The filing of this Form 3 shall not be construed as an admission that either Ibex or Mr. Borus (or each Fund with respect to the securities held by the other Fund), for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein. |
| 4. The Series D Convertible Preferred Stock is subject to optional conversion at the election of the holder and mandatory conversion at the election of the Issuer, and is also subject to redemption at the election of the Issuer, in each case subject to the restrictions, terms and conditions set forth in the Series D Convertible Preferred Stock Certificate of Designations (including without limitation the restriction described in Footnote (6) hereof). |
| 5. There is no expiration date for conversion of the Series D Convertible Preferred Stock. |
| 6. The Series D Convertible Preferred Stock is not convertible to the extent that, after giving effect to the conversion, the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below) as a result of such conversion. The "Beneficial Ownership Limitation" shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the conversion. A holder, upon not less than sixty-one (61) days' prior notice to the Issuer, may increase or decrease the Beneficial Ownership Limitation provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the conversion unless any issuances in excess of such limitation are approved by the Issuer's common stockholders. |
| 7. These Warrants become exercisable upon the expiration of certain lock-up restrictions as set forth in a Lockup Agreement executed with the Issuer. |
| 8. These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may increase or decrease the Maximum Percentage, as applied to the holder, to any other percentage specified in such notice not to exceed 9.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. |
| 9. These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders. |
| 10. These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.8% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders. |
| 11. These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.98% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders. |
| 12. These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders. |
| 13. These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. |
| /s/ Justin B. Borus (for himself and on behalf of Ibex (for itself and on behalf of the Funds) | 11/27/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
