SEC Form 4 filed by Abg Wtt-Medavail Ltd
$MDVL
Retail-Drug Stores and Proprietary Stores
Consumer Staples
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MedAvail Holdings, Inc. [ MDVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/16/2023 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Warrant (Right to Buy) | $0.3854 | 06/16/2023 | J(1) | 6,818,181 | 06/16/2023 | 06/16/2028 | Common Stock | 6,818,181 | (1) | 6,818,181 | I | See footnote(2) | |||
| Series A Warrant (Right to Buy) | $0.3854 | 06/16/2023 | J(1) | 965,130 | 06/16/2023 | 06/16/2028 | Common Stock | 965,130 | (1) | 965,130 | I | See footnote(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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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. On March 13, 2023, pursuant to the securities purchase agreement, dated as of March 9, 2023 (the "2023 Securities Purchase Agreement"), by and among the Issuer and the certain purchasers listed therein, ABG WTT-MedAvail Limited ("ABG WTT") and Ally Bridge MedAlpha Master Fund L.P. ("MedAlpha") purchased from the Issuer 6,818,181 and 965,130 Pre-Funded Warrants, respectively, at a purchase price of $0.3212 per share. Pursuant to the 2023 Securities Purchase Agreement, ABG WTT and MedAlpha also purchased for no additional consideration 6,818,181 and 965,130 Series A Warrants, respectively. The Series A Warrants were issued two business days following the date the Issuer received required approval of the Issuer's stockholders on June 14, 2023. |
| 2. These securities are held of record by ABG WTT. ABG WTT is wholly owned by Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. Voting and investment decisions with respect to any securities held of record by ABG WTT are made by the investment committee of ABG-WTT Global Life Science Capital Partners GP Limited, which is the general partner of ABG-WTT Global Life Science Capital Partners GP, L.P., which is the general partner of Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. As such, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by ABG-WTT. Each of them disclaims any such beneficial ownership. |
| 3. These securities are held of record by MedAlpha. Mr. Fan Yu is the sole shareholder of ABG Management Ltd., which is the sole member of Ally Bridge Group (NY) LLC, which manages MedAlpha's investments. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the shares held of record by MedAlpha. Each of them disclaims any such beneficial ownership. |
| Remarks: |
| Ally Bridge Group-WTT Global Life Science Capital Partners, L.P., By: ABG-WTT Global Life Science Capital Partners GP, L.P., its general partner, By: ABG-WTT Global Life Science Capital Partners GP Limited, its general partner, By: /s/ Fan Yu, Director | 06/21/2023 | |
| ABG-WTT Global Life Science Capital Partners GP, L.P., By: ABG-WTT Global Life Science Capital Partners GP Limited, its general partner, By: /s/ Fan Yu, Director | 06/21/2023 | |
| ABG-WTT Global Life Science Capital Partners GP Limited, By: /s/ Fan Yu, Director | 06/21/2023 | |
| Ally Bridge MedAlpha Master Fund L.P., By: Ally Bridge MedAlpha General Partner L.P., its general partner, By: Ally Bridge MedAlpha GP, LLC, its general partner, By: /s/ Fan Yu, Manager | 06/21/2023 | |
| Ally Bridge Group (NY) LLC, By: ABG Management Ltd., its managing member, By: /s/ Fan Yu, Director | 06/21/2023 | |
| ABG Management Ltd., By: /s/ Fan Yu, Director | 06/21/2023 | |
| ABG WTT-MedAvail Limited, By: /s/ Charles Chon, Director | 06/21/2023 | |
| /s/ Fan Yu | 06/21/2023 | |
| ** 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 4 (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. | ||