0001104659-18-050549.txt : 20180808 0001104659-18-050549.hdr.sgml : 20180808 20180808170042 ACCESSION NUMBER: 0001104659-18-050549 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180725 FILED AS OF DATE: 20180808 DATE AS OF CHANGE: 20180808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 1118 Ltd CENTRAL INDEX KEY: 0001749194 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38601 FILM NUMBER: 181002203 BUSINESS ADDRESS: STREET 1: C/O TRIDENT TRUST COMPANY (B.V.I.) LIMIT STREET 2: TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 65 6818 6478 MAIL ADDRESS: STREET 1: C/O TRIDENT TRUST COMPANY (B.V.I.) LIMIT STREET 2: TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bathurst Enterprises Ltd CENTRAL INDEX KEY: 0001748055 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38601 FILM NUMBER: 181002204 BUSINESS ADDRESS: STREET 1: 9/F NINE QUEEN'S ROAD CENTRAL CITY: HONG KOND STATE: K3 ZIP: 00000 BUSINESS PHONE: 85229801888 MAIL ADDRESS: STREET 1: 9/F NINE QUEEN'S ROAD CENTRAL CITY: HONG KOND STATE: K3 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Liquidia Technologies Inc CENTRAL INDEX KEY: 0001330436 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 419 DAVIS DRIVE STREET 2: SUITE 100 CITY: DURHAM STATE: NC ZIP: 27713 BUSINESS PHONE: 919-328-4400 MAIL ADDRESS: STREET 1: P.O. BOX 110085 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 3 1 a3.xml 3 X0206 3 2018-07-25 0 0001330436 Liquidia Technologies Inc LQDA 0001749194 1118 Ltd 63 MARKET STREET #14-00 SINGAPORE U0 048942 SINGAPORE 0 0 1 0 0001748055 Bathurst Enterprises Ltd 63 MARKET STREET #14-00 SINGAPORE U0 048942 SINGAPORE 0 0 1 0 Series D Preferred Common Stock 100713 D All shares of Series D Preferred Stock, par value $0.001 per share, have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.0594-for-1 basis immediately prior to the closing of the Issuer's initial public offering. These securities are held of record by the 1118 Limited ("1118"). Bathurst Enterprises Limited ("Bathurst") is the investment manager of 1118. By virtue of such relationship, each reporting person may be deemed to have beneficial ownership over such securities. This report on Form 3 is jointly filed by the 1118 and Bathurst. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. Exhibit 24 - Power of Attorney /s/ Brian C. Tribuna, attorney-in-fact 2018-08-08 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

1118 LIMITED AND

BATHURST ENTERPRISES LIMITED (each a “Filer”, known collectively as the “Filers”)

LIMITED POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Neal Fowler, Kevin Gordon, Michael Goldstein, and Brian Tribuna, subject to the expiration of this Limited Power of Attorney as set forth below, and each of them signing singly, and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)         execute for and on behalf of the undersigned, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID and the Form ID Confirming Statement, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings of a Forms 3, 4, and 5  with the SEC required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the undersigned;

 

(2)         Execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act, and the rules thereunder;

 

(3)         take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Liquidia Technologies, Inc., a Delaware corporation (the “Company”), assuming, any responsibilities of the undersigned to comply with Section 16(a) of the Exchange Act, or any other law, rule or regulation whatsoever.

 

This Limited Power of Attorney shall remain in full force and effect until the earlier of (i) the time that the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, and (iii) the revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of 2 August, 2018.

 

[Signature Page Follows]

 


 

 

1118 LIMITED

 

For and on behalf of Bathurst

 

Enterprises Limited as Sole Director

 

 

 

 

 

By:

/s/ Lynn Chong & Stephanie Chng

 

Name:

Lynn Chong & Stephanie Chng

 

Title:

Authorised Signatory

 

 

 

BATHURST ENTERPRISES

 

LIMITED

 

 

 

 

 

By:

/s/ Mark Farrell & Benedict Tse

 

Name:

Mark Farrell & Benedict Tse

 

Title:

Director