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