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
Skyline Medical Inc. [ SKLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/23/2014 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Senior Convertible Note | $0.15(1) | 07/23/2014 | P(1) | 1(1) | 07/23/2014 | 07/23/2015(2) | Common Stock, par value $0.01 per share | 814,637(1) | $100,000 | 1(1) | I | See Footnote(3) | |||
Warrants | $0.165 | 07/23/2014 | P(4) | 1(4) | 07/23/2014 | 07/23/2019 | Common Stock, par value $0.01 per share | 407,318 | (4) | 1(4) | I | See Footnote(3) |
Explanation of Responses: |
1. On July 23, 2013, the Issuer issued a senior convertible note in an original principal amount of $122,195.60 (the "Note") to SOK Partners, LLC ("SOK Partners") for a purchase price of $100,000. The Note is convertible at any time after issuance, at the holder's option, into shares ("Shares") of the Company's common stock, par value $0.01 ("Common Stock") per share, at a conversion price equal to the lesser of (i) 72.5% (or if an event of default has occurred and is continuing, 70%) of the average of the lowest three volume weighted average prices of the Common Stock during the ten consecutive trading days prior to the conversion date, and (ii) $0.15 (as adjusted for stock splits, stock dividends, recapitalizations or similar events). Up to $13,500 in principal (plus interest accrued thereon) on the Note will be automatically extinguished upon the effectiveness of a resale registration statement within 120 days (assuming the Note are not otherwise in default). |
2. The Note will be due on July 23, 2015; provided, however, this date may be extended at the option of the holder in accordance with the terms of the Note. |
3. Atlantic Partners Alliance LLC is the sole member of SOK Partners. Mr. Kornberg is one of the members of Atlantic Partners Alliance LLC and may therefore be deemed to be an indirect beneficial owner of securities of the Issuer held by SOK Partners. Mr. Kornberg disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein. |
4. On July 23, 2013 SOK Partners acquired the Note for an aggregate purchase price of $100,000. In such transaction, SOK Partners was also issued a warrant to initially acquire up to 407,318 additional shares of Common Stock ("Warrant Shares"), exercisable for 5 years, at an exercise price of $0.165 per share (the "Warrant"). The Warrant may be exercised by the holder on any day on or after the date of issuance. 45,000 Warrant Shares will be automatically extinguished upon the effectiveness of a resale registration statement within 120 days (and a lesser period of time if such registration statement is not subject to review by the U.S. Securities and Exchange Commission). |
/s/ Joshua Kornberg | 07/25/2014 | |
** 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. |