0001104659-16-137124.txt : 20160804 0001104659-16-137124.hdr.sgml : 20160804 20160804184325 ACCESSION NUMBER: 0001104659-16-137124 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160804 FILED AS OF DATE: 20160804 DATE AS OF CHANGE: 20160804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gemphire Therapeutics Inc. CENTRAL INDEX KEY: 0001638287 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 472389984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 43334 7 MILE ROAD STREET 2: SUITE 1000 CITY: NORTHVILLE STATE: MI ZIP: 48167 BUSINESS PHONE: 248-980-6538 MAIL ADDRESS: STREET 1: 43334 7 MILE ROAD STREET 2: SUITE 1000 CITY: NORTHVILLE STATE: MI ZIP: 48167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bisgaier Charles PhD CENTRAL INDEX KEY: 0001381030 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37809 FILM NUMBER: 161808737 MAIL ADDRESS: STREET 1: 3985 RESEARCH PARK DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 3 1 a3.xml 3 X0206 3 2016-08-04 0 0001638287 Gemphire Therapeutics Inc. GEMP 0001381030 Bisgaier Charles PhD 43334 SEVEN MILE ROAD SUITE 1000 NORTHVILLE MI 48167 1 1 1 0 Chair & Chief Scientific Off. Common Stock 1192690 D Employee Stock Option (right to buy) 1.344 2015-06-29 2025-06-28 Common Stock 4474 D Series A Convertible Preferred Stock Common Stock 59561 I Held by The Charles L. Bisgaier Trust 8% Convertible Subordinated Promissory Notes 6.7059 Common Stock 125000 I Held by Bisgaier Family, LLC 8% Convertible Subordinated Promissory Notes 6.7059 Common Stock 100000 I Held by The Charles L. Bisgaier Trust The Series A Convertible Preferred Stock has no expiration date, and shall convert into shares of common stock, par value $0.001 per share, of Gemphire Therapeutics Inc. (the "Company") on a one-for-one basis immediately prior to the closing of the Company's initial public offering. These shares are indirectly owned by the reporting person as trustee of The Charles L. Bisgaier Trust. The notes were issued in the original principal amount of $125,000. The outstanding principal and accrued interest on such notes will automatically convert into shares of common stock, par value $0.001 per share, of the Company immediately prior to the closing of the Company's initial public offering. The notes bear interest at a rate of 8% per annum. The notes have accrued interest of $3,781 to date and will continue to accrue interest until conversion. The notes were issued in the original principal amount of $100,000. The outstanding principal and accrued interest on such notes will automatically convert into shares of common stock, par value $0.001 per share, of the Company immediately prior to the closing of the Company's initial public offering. The notes bear interest at a rate of 8% per annum. The notes have accrued interest of $8,132 to date and will continue to accrue interest until conversion. Exhibit 24, Power of Attorney, is attached. Stephanie Swan, by Power of Attorney 2016-08-04 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all men by these presents, that the undersigned hereby constitutes and appoints each of David Lowenschuss, Amy Rabourn, Meredith Ervine, Gabrielle Sims, and Stephanie Swan, signing singly, and with full power of substitution, his or her true and lawful attorney-in-fact to:

 

(1)                                 execute for and on behalf of the undersigned, with respect to the undersigned’s position as an officer and/or director of Gemphire Therapeutics Inc. (the “Company”), Form ID and Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)                                 do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID or Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange, stock market or similar authority; and

 

(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, and 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 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 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 the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until 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, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of April, 2016.

 

 

 

/s/ Charles Bisgaier

 

Charles Bisgaier