SEC Form 3
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) 02/19/2019 | 3. Issuer Name and Ticker or Trading Symbol Soliton, Inc. [ SOLY ] | |||||||||||||
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 | 263,440 | D | |
Common Stock | 212,500 | I | See Footnote(1) |
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 | ||||
Option to purchase common stock (right to buy) | (2) | 06/18/2028 | Common Stock | 725,000 | 1.75 | D | |
Option to purchase common stock (right to buy) | (3) | 02/05/2029 | Common Stock | 108,500 | 1.75 | D | |
Warrant to purchase common stock (right to buy) | 10/19/2018 | 10/19/2023 | Common Stock | 11,512 | 1.75 | D | |
Warrant to purchase common stock (right to buy) | 10/30/2018 | 10/30/2023 | Common Stock | 8,634 | 1.75 | D | |
Warrant to purchase common stock (right to buy) | 11/15/2018 | 11/15/2023 | Common Stock | 7,771 | 1.75 | D |
Explanation of Responses: |
1. Represents 212,500 shares of common stock currently held by M.D. Anderson Cancer Center that were issued pursuant to Soliton, Incs license agreement with MD Anderson. As the inventor of the intellectual property licensed from MD Anderson, Dr. Capelli is entitled to 50% of the proceeds (after the recoupment of any costs associated therewith) from the sale by MD Anderson of the shares issued to the MD Anderson in connection with the license agreement. Notwithstanding Dr. Capelli pecuniary interest in the shares held by MD Anderson, Dr. Capelli has no right to vote or sell the shares held by MD Anderson. |
2. The options set forth in this table vest in four equal annual installments beginning on the first anniversary of the issuance date, or June 18, 2018, subject to the grantee's continued service on each vesting date. |
3. The options set forth in this table vest in four equal quarterly installments beginning on the issuance date, or February 5, 2019, subject to the grantee's continued service on each vesting date. |
Remarks: |
/s/ Christopher Capelli | 02/19/2019 | |
** 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. |