0000919574-17-006733.txt : 20170913
0000919574-17-006733.hdr.sgml : 20170913
20170913183547
ACCESSION NUMBER: 0000919574-17-006733
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170911
FILED AS OF DATE: 20170913
DATE AS OF CHANGE: 20170913
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BRADSHER NEAL C
CENTRAL INDEX KEY: 0001278388
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-05449
FILM NUMBER: 171084102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROADWOOD PARTNERS, L.P.
CENTRAL INDEX KEY: 0001278386
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-05449
FILM NUMBER: 171084104
BUSINESS ADDRESS:
STREET 1: BROADWOOD CAPITAL INC.
STREET 2: 724 FIFTH AVENUE, 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-508-5735
MAIL ADDRESS:
STREET 1: BROADWOOD CAPITAL INC.
STREET 2: 724 FIFTH AVENUE, 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER NAME:
FORMER CONFORMED NAME: BROADWOOD PARTNERS LP
DATE OF NAME CHANGE: 20040202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROADWOOD CAPITAL INC
CENTRAL INDEX KEY: 0001278387
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-05449
FILM NUMBER: 171084103
BUSINESS ADDRESS:
STREET 1: 724 FIFTH AVENUE
STREET 2: 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-508-5735
MAIL ADDRESS:
STREET 1: 724 FIFTH AVENUE
STREET 2: 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: COMARCO INC
CENTRAL INDEX KEY: 0000022252
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
IRS NUMBER: 952088894
STATE OF INCORPORATION: CA
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 25541 COMMERCENTRE DRIVE
STREET 2: .
CITY: LAKE FOREST
STATE: CA
ZIP: 92630
BUSINESS PHONE: 949-599-7400
MAIL ADDRESS:
STREET 1: 25541 COMMERCENTRE DRIVE
STREET 2: .
CITY: LAKE FOREST
STATE: CA
ZIP: 92630
4
1
p7653609.xml
OWNERSHIP DOCUMENT
X0306
4
2017-09-11
0
0000022252
COMARCO INC
CMRO
0001278386
BROADWOOD PARTNERS, L.P.
C/O BROADWOOD CAPITAL INC.
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001278387
BROADWOOD CAPITAL INC
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001278388
BRADSHER NEAL C
C/O BROADWOOD CAPITAL INC.
724 FIFTH AVENUE, 9TH FLOOR
NEW YORK
NY
10019
0
0
1
0
Series A Contingent Convertible Preferred Stock
2017-09-11
4
P
0
5000000
A
Common Shares
5000000
5000000
D
Series A Contingent Convertible Preferred Stock
2017-09-11
4
P
0
0
A
Common Shares
0
5000000
I
See Footnote
Rights to be Issued Warrants
0.05
2017-09-11
4
J
0
18026500
A
Common Shares
18026500
18026500
D
Rights to be Issued Warrants
0.05
2017-09-11
4
J
0
0
A
Common Shares
0
18026500
I
See Footnote
Warrants
0.16
2020-07-27
Common Shares
2350000
2350000
D
Warrants
0.16
2020-07-27
Common Shares
0
2350000
I
See Footnote
On September 11, 2017, the Issuer and Broadwood Partners, L.P. ("BPLP") entered into a Subscription Agreement for Series A Convertible Preferred Stock (the "Subscription Agreement") pursuant to which BPLP purchased 5,000,000 shares of the Issuer's Series A Convertible Preferred Stock, no par value per share (the "Series A Preferred Stock"), at a purchase price of $0.10 per share. The Subscription Agreement provides that, immediately upon the occurrence of any "Triggering Event" (as such term is defined in the Issuer's Amended and Restated Certificate of Determination of Preferences of Series A Contingent Convertible Preferred Stock, which was filed on Exhibit 3.2 to the Form 8-K filed with the Securities and Exchange Commission (the "SEC") by the Issuer on September 13, 2017), each share of Series A Preferred Stock held by BPLP will automatically convert into one share of the Issuer's common stock (subject to adjustment for stock splits and similar transactions).
(Continued from Footnote 1) The Subscription Agreement also provides that, upon the earlier of (i) a Triggering Event, or (ii) immediately prior to the liquidation, dissolution or winding up of the Issuer, the Issuer will issue to BPLP warrants to purchase 18,026,500 common shares of the Issuer. If issued, the warrants will have a term of eight years from the date of issuance and an exercise price of $0.05 per share of the Issuer's common stock. Further, if any of the shares of Series A Preferred Stock remain outstanding three years from the date of issuance, then on the date of that third anniversary, the Issuer will repurchase those outstanding shares of Series A Preferred Stock at $0.10 per share. The foregoing description is not, and does not purport to be, complete, and is qualified in its entirety by reference to the full text of the Form 8-K and exhibits attached thereto filed with the SEC by the Issuer on September 13, 2017.
These warrants are currently exercisable.
These securities are owned by Broadwood Partners, L.P., which is a Reporting Person.
The reported securities are directly owned by Broadwood Partners, L.P. and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners, L.P. and Neal C. Bradsher as President of Broadwood Capital, Inc. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Broadwood Partners, L.P., By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President
2017-09-13
By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President
2017-09-13
/s/ Neal C. Bradsher
2017-09-13