-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MfnaPQsQ7S6A6m259khoBUuYTvy5mWnesofx2gPPkQMUw5WzQfE6A6D8Dp5oQvLa w5s/O/2snhzZ8SHWDa7y3g== 0000898432-07-000902.txt : 20071016 0000898432-07-000902.hdr.sgml : 20071016 20071016155520 ACCESSION NUMBER: 0000898432-07-000902 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060305 FILED AS OF DATE: 20071016 DATE AS OF CHANGE: 20071016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIMBERLIN KEVIN CENTRAL INDEX KEY: 0000904841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18006 FILM NUMBER: 071174368 BUSINESS ADDRESS: STREET 1: SPENCER TRASK SECURITIES INC STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555565 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ORCHESTRA THERAPEUTICS, INC. CENTRAL INDEX KEY: 0000817785 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330255679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5931 DARWIN COURT CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604317080 MAIL ADDRESS: STREET 1: 5931 DARWIN COURT CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNE RESPONSE CORP DATE OF NAME CHANGE: 19950911 4 1 oti_kimberlin-form4ex.xml X0202 4 2006-03-05 0 0000817785 ORCHESTRA THERAPEUTICS, INC. OCHTE.OB 0000904841 KIMBERLIN KEVIN C/O SPENCER TRASK VENTURES, INC. 535 MADISON AVENUE NEW YORK NY 10022 1 0 1 0 Common Stock 2007-07-23 4 J 0 500000 A 2026970 I See Footnote. Common Stock 2007-08-28 4 J 0 600000 A 2626970 I See Footnote. Common Stock Purchase Warrant 2.00 2006-03-05 4 J 0 3097 A 2013-03-05 Common Stock 3097 3097 I See Footnote. Common Stock Purchase Warrant 2.00 2006-04-05 4 J 0 26591 A 2013-04-05 Common Stock 26591 26591 I See Footnote. Common Stock Purchase Warrant 2.00 2006-05-05 4 J 0 30000 A 2013-05-05 Common Stock 30000 30000 I See Footnote. Common Stock Purchase Warrant 2.00 2006-06-05 4 J 0 29895 A 2013-06-05 Common Stock 29895 29895 I See Footnote. Common Stock Purchase Warrant 2.00 2006-07-05 4 J 0 27283 A 2013-07-05 Common Stock 27283 27283 I See Footnote. Common Stock Purchase Warrant 2.00 2006-08-05 4 J 0 25499 A 2013-08-05 Common Stock 25499 25499 I See Footnote. Common Stock Purchase Warrant 2.00 2006-09-05 4 J 0 23561 A 2013-09-05 Common Stock 23561 23561 I See Footnote. Common Stock Purchase Warrant 2.00 2006-10-05 4 J 0 22783 A 2013-10-05 Common Stock 22783 22783 I See Footnote. Common Stock Purchase Warrant 2.00 2006-11-05 4 J 0 22483 A 2013-11-05 Common Stock 22483 22483 I See Footnote. Common Stock Purchase Warrant 2.00 2006-12-05 4 J 0 22200 A 2013-12-05 Common Stock 22200 22200 I See Footnote. Common Stock Purchase Warrant 2.00 2007-01-05 4 J 0 21922 A 2014-01-05 Common Stock 21922 21922 I See Footnote. Common Stock Purchase Warrant 2.00 2007-02-05 4 J 0 21592 A 2014-02-05 Common Stock 21592 21592 I See Footnote. Common Stock Purchase Warrant 2.00 2007-03-05 4 J 0 21073 A 2014-03-05 Common Stock 21073 21073 I See Footnote. Common Stock Purchase Warrant 2.00 2007-04-05 4 J 0 21263 A 2014-04-05 Common Stock 21263 21263 I See Footnote. Common Stock Purchase Warrant 2.00 2007-05-05 4 J 0 21198 A 2014-05-05 Common Stock 21198 21198 I See Footnote. Common Stock Purchase Warrant 2.00 2007-05-07 4 J 0 21013 A 2014-05-07 Common Stock 21013 21013 I See Footnote. Series V Preferred Stock 2007-07-23 4 J 0 2.5 A 2007-09-15 Common Stock 3 3 I See Footnote. On July 23, 2007, Cheshire Associates ("Cheshire"), of which the Reporting Person is a related party, invested $250,000 in a bridge transaction with Orchestra Therapeutics, Inc. (the "Issuer"). The Issuer issued 500,000 shares of the Issuer's common stock and 2.5 shares of the Issuer's Series V Preferred Stock to Cheshire. The 2.5 shares of Series V Preferred Stock were automatically converted into 3 fully paid and nonassessable shares of the Issuer's common stock on September 15, 2007. The Reporting Person, the principal stockholder and a director of the Issuer, disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. On August 28, 2007, Spencer Trask Investment Partners LLC ("STIP"), an affiliate of the Reporting Person, invested $150,000 in the Issuer. In exchange for the investment, STIP received 600,000 shares of common stock of the Issuer, as well as a Senior Subordinated Secured Promissory Note, due on November 27, 2007 (the "STIP Note") in the principal amount of $450,000. The STIP Note and shares of common stock were issued pursuant to a Securities Purchase Agreement between the Issuer and STIP, dated August 28, 2007, and is secured by the grant of a security interest in all of the assets of the Issuer pursuant to the terms of a Security Agreement, dated the same date, by the Issuer in favor of STIP. The Reporting Person, the principal stockholder and a director of the Issuer, disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Does not include $125,000 of common stock held by Qubit holdings, LLC ("Qubit"), a Delaware limited liability company owned by certain trusts formed for the benefit of the Reporting Person's children, as to all of which securities the Reporting Person disclaims both any pecuniary interest therein and any beneficial ownership, as the Reporting Person has no power to vote or dispose, or direct the voting or disposition, of any of the securities held by Qubit or such trusts. Underlying share quantities and exercise prices for warrants issued prior to December 20, 2006 give effect to the 1:100 reverse stock split as of December 20, 2006. In March 2006, the Issuer completed a private placement of secured convertible notes and warrants to accredited investors (the "2006 Private Placement"). Pursuant to the 2006 Private Placement, Spencer Trask Intellectual Capital Company LLC ("STIC"), an affiliate of the Reporting Person, agreed to provide the Issuer with a recourse interest limited to the value of the proceeds of certain shares of private-company preferred stock. As an incentive for providing this interest, the Issuer agreed to issue to STIC a number of seven-year warrants to purchase the Issuer's common stock at $2.00 per share, for each month that the limited recourse interest remains in place. As of May 7, 2007, STIC had earned 361,453 warrants to purchase common stock of the Issuer at $2.00 per share. As to all of these warrants, the Reporting Person, the principal stockholder and a director of the Issuer, disclaims both any pecuniary interest therein and any beneficial ownership. Immediately exercisable. /s/ Kevin Kimberlin 2007-10-16 -----END PRIVACY-ENHANCED MESSAGE-----