UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Tiger X Medical, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
88677A104
(CUSIP Number)
Mary V. Carroll
Akerman LLP
98 Southeast Seventh Street, Suite 1100
Miami, Florida 33131
(305) 374 - 5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 10, 2016
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box ¨ .
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 88677A104
Page 2 of 7 Pages
1. NAMES OF REPORTING PERSONS Phillip Frost, M.D. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x 3. SEC USE ONLY 4. SOURCE OF FUNDS (see instructions) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF WITH 7. SOLE VOTING POWER 0 shares 8. SHARED VOTING POWER 149,734,604(1) shares 9. SOLE DISPOSITIVE POWER 0 shares 10. SHARED DISPOSITIVE POWER 149,734,604(1) shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,734,604(1) shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 65.0% 14. TYPE OF REPORTING PERSON (see instructions) IN (1) Consists of 149,734,604 shares of Common Stock held by Frost Gamma Investments Trust. Dr.
Phillip Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments
Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited
Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the
sole shareholder of Frost-Nevada Corporation.
SCHEDULE 13D
CUSIP No. 88677A104
Page 3 of 7 Pages
1. NAMES OF REPORTING PERSONS Frost Gamma Investments Trust 46-0464745 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x 3. SEC USE ONLY 4. SOURCE OF FUNDS (see instructions) WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ¨ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Florida NUMBER OF WITH 7. SOLE VOTING POWER 0 shares 8. SHARED VOTING POWER 149,734,604 (1) shares 9. SOLE DISPOSITIVE POWER 0 shares 10. SHARED DISPOSITIVE POWER 149,734,604 (1) shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,734,604 (1) shares 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 65.0% 14. TYPE OF REPORTING PERSON (see instructions) OO (1) Frost Gamma Investments Trust holds 149,734,604 shares of Common Stock. Dr. Phillip Frost
is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost
is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost
Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of
Frost-Nevada Corporation.
SCHEDULE 13D
CUSIP No. 88677A104
Page 4 of 7 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D This Amendment No. 3, dated May 17, 2016, (the "Amendment") amends and supplements the statement on Schedule 13D filed on March 18, 2008, as
amended by Amendment No. 1 to the Schedule 13D filed on September 9, 2008 on Schedule 13D, as amended by Amendment No. 2 to the Schedule 13D filed on December 9,
2009 on Schedule 13D (together the "Original Schedule 13D"), by Phillip Frost, M.D. and Frost Gamma Investments Trust ("Gamma Trust")
(collectively, the "Reporting Persons"). This Amendment relates to the common stock, par value $0.001 per share, of Tiger X Medical, Inc. (formerly known as Cardo
Medical, Inc. and clickNsettle.com, Inc.), a Delaware corporation (the "Company" or "Issuer"), and amends the statement as set forth below. Capitalized
terms not defined in this Amendment will have the meanings from the Original Schedule 13D. This Amendment is filed by the Reporting Persons pursuant to the Joint Filing
Agreement, dated May 17, 2016 as executed by the reporting persons listed on the cover pages to this Amendment (Exhibit 99.1 to this Amendment). Item 1. Security and Issuer. Item 1 deleted in its entirety and replaced with the following text: This Amendment amends the Original Schedule 13D and is filed with respect to the common stock, $0.001 par value (the "Shares"), of Tiger X Medical, Inc.
The principal executive offices of the Issuer are located at 2934½ Beverly Glen Circle, Suite #203, Los Angeles, California 90077. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended by adding the following paragraph to the end of the item: On May 10, 2016, Gamma Trust acquired an aggregate of 114,937,148 Shares, for investment purposes, in a private securities purchase transaction with certain selling
stockholders pursuant to a Securities Purchase Agreement ("SPA"), dated May 10, 2016, among the selling stockholders, Gamma Trust and Andrew Brooks, M.D., as
representative. Gamma Trust paid an aggregate of $11,493,714.80, or $0.10 per share for the Shares and used its working capital as the source of funds for the acquisition ("Share
Acquisition"). Item 4. Purpose of Transaction. Item 4 is amended by adding the following paragraphs to the end of the item: The 114,937,148 Shares acquired by Gamma Trust in the private securities purchase transaction from certain selling stockholders were acquired for investment purposes
pursuant to the SPA dated May 10, 2016. In connection with the Share Acquisition, Andrew Brooks, M.D. voluntarily resigned as the Company's Chairman of the Board of Directors ("Board"), Chief Executive Officer,
Interim Chief Financial Officer and any other positions with the Company or Tiger X Medical, LLC, effective May 10, 2016. Dr. Brooks' resignation was not as a result of any
disagreements with the Company.
SCHEDULE 13D
CUSIP No. 88677A104
Page 5 of 7 Pages
In addition, in connection with the Share Acquisition, each of Jonathan Brooks, Thomas H. Morgan and Ronald N. Richards voluntarily resigned as directors of the Company and
from all positions as officers, directors, or managers, as applicable, with the Company or Tiger X Medical, LLC, effective May 10, 2016. The resignations were not as a result of any
disagreements with the Company. Steven D. Rubin, Stephen Liu, and Subbarao Uppaluri will continue to serve as directors of the Company. On May 10, 2016, the Board appointed Steven D. Rubin as the Company's Interim Chief Executive Officer ("Interim CEO") and Interim Chief Financial Officer ("Interim CFO"),
effective immediately. Since Mr. Rubin is no longer considered an independent director, effective as of May 10, 2016, he temporarily resigned from his positions as a member of the
Company's Audit Committee, Compensation Committee and Nominating Committee during the time he serves as Interim CEO and Interim CFO. Stephen Liu was subsequently
appointed to serve in Mr. Rubin's place on the Audit Committee, Compensation Committee and Nominating Committee while Mr. Rubin serves as Interim CEO and Interim
CFO. Except as described in this Item 4, the Reporting Persons have no current plans or proposals which relate to or would result in any of the events enumerated in subsections (a) - (j) of Item 4. Item 5. Interest in Securities of the Issuer. Item 5 is deleted in its entirety and replaced with the following text: (a) Name and Title of Beneficial Owner Number of Percentage of Phillip Frost, M.D. 149,734,604 (2) 65.0 Frost Gamma Investments Trust 149,734,604 (2) 65.0 (1) The percentage of beneficial ownership is based upon 230,293,141 shares of Common Stock outstanding as of May 3, 2016. (2) Frost Gamma Investments Trust holds 149,734,604 shares of the Issuer's Common Stock. Dr. Phillip Frost is the trustee and Frost Gamma Limited Partnership is the sole and
exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited
Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada
Corporation.
SCHEDULE 13D
CUSIP No. 88677A104
Page 6 of 7 Pages
(b) The Reporting Persons' responses to cover page Item 7 through 10 of this Amendment to Original Schedule 13D, including the footnotes thereto, if any, are hereby
incorporated by reference in this Item 5. (c) Transactions in the Issuer's securities effected by the Reporting Persons: Transaction Date Quantity of Securities Type of Transaction Price Per Security May 10, 2016 114,937,148 shares of Common Stock Private purchase pursuant to SPA $0.10 per share (d) - (e) Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit Number Description 99.1
Joint Filing Agreement, dated as of May 17, 2016, by and between the Reporting Persons. 99.2
Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct. Dated: May 17, 2016 Dated: May 17, 2016 /s/ Phillip Frost, M.D. FROST GAMMA INVESTMENTS TRUST By: /s/ Phillip Frost, M.D.
(see instructions)
(b) ¨
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
(see instructions)
(see instructions)
(b) ¨
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
Outstanding Shares
Beneficially Owned
Outstanding Shares of
Common Stock (1)
Phillip Frost, M.D., Trustee
Exhibit 99.1
Joint Filing Agreement
The undersigned hereby agree that this Statement on Amendment No. 3 to Schedule 13D with respect to the Common Stock of Tiger X Medical, Inc. of even date herewith is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: May 17, 2016 |
FROST GAMMA INVESTMENTS TRUST |
|
/s/ Phillip Frost, M.D. |
||
Phillip Frost, M.D., Trustee |
||
/s/ Phillip Frost, M.D. |
||
Phillip Frost, M.D., Individually |
Exhibit 99.2
SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of May 10, 2016, among the Sellers set forth on Schedule I (each a "Seller" and collectively, the "Sellers"), Frost Gamma Investments Trust, a trust organized under the laws of the State of Florida (the "Purchaser") and Andrew Brooks, M.D., in his capacity as the Representative hereunder.
RECITALS
WHEREAS, each of the Sellers wishes to sell the number of issued and outstanding shares of the common stock, $0.001 par value (the "Common Stock"), of Tiger X Medical, Inc., a Delaware corporation (the "Corporation") set forth opposite his or its name on Schedule I hereto (the "Purchased Securities"), and the Purchaser wishes to purchase all such Purchased Securities, all upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Purchase and Sale of the Purchased Securities.
Subject to the terms and conditions hereof, at the Closing, each Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from such Seller, all of the Seller's right, title and interest in, to and under, the Purchased Securities set forth opposite such Seller's name on Schedule I attached hereto for a purchase price of $0.10 per share of Common Stock included in the Purchased Securities (the "Purchase Price").
Section 2. Closing.
The closing of the transaction (the "Closing") shall take place simultaneously with the execution and delivery hereof.
Section 3. Deliveries.
(i) for all certificated shares of Common Stock, original stock certificates representing the Purchased Securities, endorsed in blank of accompanied by stock powers duly executed by such Seller;
(ii) an instruction letter to Continental Stock Transfer & Trust Company, LLC, the transfer agent for the Common Stock (the "Transfer Agent," duly executed by such Seller, directing the Transfer Agent to promptly transfer ownership of his or its Common Stock included in the Purchased Securities in book-entry form to the Purchaser pursuant to Section 1 hereof, and cause delivery of such letter to the Transfer Agent;
(iii) such other instruments and letters of direction as may be requested by the Transfer Agent and/or the Corporation to effectuate the sale and transfer of the Purchased Securities from such Seller to the Purchaser;
(iv) the resignations of Andrew Brooks, Ronald Richards, Jonathan Brooks and Thomas Morgan from the Corporation's Board of Directors, effective upon the Closing;
(v) the resignation of Andrew Brooks and Ronald Richards from all officer positions and other titles of the Corporation and its subsidiaries, effective upon the Closing; and
(vi) evidence satisfactory to the Purchaser in its sole discretion that all authorized signatories on all of the Corporation's bank accounts and credit accounts have been changed to the individuals designated by the Corporation's continuing board of directors.
Section 4. Representations, Warranties and Acknowledgements of each Seller.
Each Seller hereby represents and warrants to the Purchaser, as follows:
-2-
organizational or formation documents, or (c) result in the creation of any lien, security interest, charge or encumbrance upon any of the Purchased Securities of such Seller. For each Seller that is an entity, such Seller (x) is duly organized, validly existing and in good standing under the laws of the state of its formation or organization, and (y) has the requisite power and authority to enter into this agreement and consummate the transactions contemplated hereby.
(i) The Purchaser and its affiliates, and other related parties, may possess or have access to material non-public information of the Corporation, which has not been communicated to such Seller, and such Seller hereby waives any and all claims, whether at law, in equity or otherwise, that such Seller may now have or may hereafter acquire, whether presently known or unknown, against the Purchaser and its affiliates, such other related parties, and their respective successors or assigns, relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any claims arising under Rule 10-b(5) of the Securities Exchange Act of 1934, as amended.
(ii) The Purchaser has not made and does not make hereby any representation or warranty of any kind or character except as expressly set forth herein, including without limitation with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Corporation or with respect to the value of any of the Purchased Securities, and the Purchaser has no obligations to the Seller, whether express or implied, including without limitation, fiduciary obligations, except as expressly set forth in this Agreement.
(iii) EACH SELLER FURTHER ACKNOWLEDGES THAT HE OR IT HAS CONSULTED ITS OWN INDEPENDENT LEGAL, TAX, AND FINANCIAL ADVISORS IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT SUCH SELLER UNDERSTANDS THE MEANING AND LEGAL CONSEQUENCES OF THIS AGREEMENT.
-3-
Section 5. Representations, Warranties and Acknowledgements of the Purchaser.
The Purchaser represents and warrants to each Seller as follows:
(i) The Purchaser is acquiring the Purchased Securities for its own account, for investment and not with a view to the distribution thereof in violation of the federal securities laws or any applicable state securities laws.
(ii) The Purchaser understands that the Purchased Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration.
(iii) The Purchaser understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may only afford the basis for sales under certain circumstances and only in limited amounts.
(iv) The Purchaser has generally such knowledge and experience in business and financial matters and with respect to investments in securities as to enable the Purchaser to understand and evaluate the risks of such investment and form an investment decision with respect thereto.
-4-
(v) The Purchaser is an "accredited investor," as such term is defined in Rule 501 (the provisions of which are known to the Purchaser) promulgated under the Securities Act.
(i) The Sellers and their respective affiliates, and other related parties, may possess or have access to material non-public information of the Corporation, which has not been communicated to the Purchaser, and the Purchaser hereby waives any and all claims, whether at law, in equity or otherwise, that the Purchaser may now have or may hereafter acquire, whether presently known or unknown, against any Seller and its affiliates, such other related parties, and their respective successors or assigns, relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any claims arising under Rule 10-b(5) of the Securities Exchange Act of 1934, as amended.
(ii) The Sellers have not made and do not make hereby any representation or warranty of any kind or character except as expressly set forth herein, including without limitation with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Corporation or with respect to the value of any of the Purchased Securities, and the Sellers have no obligations to the Purchaser, whether express or implied, including without limitation, fiduciary obligations, except as expressly set forth in this Agreement.
(iii) THE PURCHASER FURTHER ACKNOWLEDGES THAT IT HAS CONSULTED ITS OWN INDEPENDENT LEGAL, TAX, AND FINANCIAL ADVISORS IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT THE PURCHASER UNDERSTANDS THE MEANING AND LEGAL CONSEQUENCES OF THIS AGREEMENT.
Section 6. Survival.
All agreements, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Section 7. Successors and Assigns.
This Agreement shall bind and inure to the benefit of the parties and their respective successors, assigns, administrative agents, heirs and estate, as the case may be. No Seller may assign its rights and obligations under this Agreement to any third party without the prior consent of the other parties hereto.
-5-
Section 8. Entire Agreement.
This Agreement and the other writings and agreements referred to herein or delivered pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements or understandings between such parties with respect thereto. This Agreement shall become effective and be in full force and effect, immediately upon execution and delivery of this Agreement by all parties hereto.
Section 9. Amendments; Waiver.
The terms and provisions of this Agreement may not be modified or amended, or any of the provisions hereof waived, temporarily or permanently, except pursuant to the written consent of the parties hereto.
Section 10. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute one instrument.
Section 11. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
Section 12. Further Assurances.
From and after the Closing, upon the reasonable request of the Corporation and the Corporation's expense, each Seller shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such further documents and instruments and shall take, or cause to be taken, all such further actions as the Corporation may reasonably request to evidence and effectuate the transactions contemplated by this Agreement.
Section 13. Prevailing Parties.
The prevailing party in any dispute hereunder shall be entitled to receive from the other party all of the prevailing party's costs and expenses incurred in connection with the enforcement of this Agreement, including reasonable legal fees, and costs and expenses, through all appeals and in any bankruptcy, arbitration or other proceedings.
Section 13. Representative.
-6-
-7-
* * * *
-8-
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be executed as of the date first written above.
SELLERS:
By: /s/ Andrew A. Brooks
Andrew A. Brooks
JSB Living Trust DTD 11/29/07
By: /s/ Jonathan Brooks
Name: Jonathan Brooks
Title: Trustee
By: /s/ Shanna Brooks
Name: Shanna Brooks
Title: Trustee
By: /s/ Bradley Brooks
Bradley Brooks
By: /s/ Harry Brooks
Harry Brooks
By: /s/ H. Leon Brooks
H. Leon Brooks
Saul & Susan Smith Family Trust DTD 2/22/00
By: /s/ Susan Smith
Name: Susan Smith
Title: Trustee
Thomas H. Morgan Declaration Trust U/A DTD 4/4/07
By: /s/ Thomas H. Morgan
Name: Thomas H. Morgan
Title: Trustee
By: /s/ Ronald Richards
Ronald Richards
Goran Dragolovic & Kelly Dragolovic JT TEN
By: /s/ Goran Dragolovic
Goran Dragolovic
By: /s/ Kelly Dragolovic
Kelly Dragolovic
Stevens Family Trust DTD 10/18/92
By: /s/ Grant Stevens
Name: Grant Stevens
Title: Trustee
PURCHASER:
FROST GAMMA INVESTMENTS TRUST
By: /s/ Phillip Frost
Name: Phillip Frost, M.D.
Title: Trustee
REPRESENTATIVE:
By: /s/ Andrew A. Brooks
Andrew A. Brooks, M.D.
Schedule I
List of Sellers
Purchaser |
Number of |
Number of Shares in |
Total |
Total Price |
Andrew A. Brooks |
63,560,031 |
0 |
63,560,031
|
$6,356,003.10 |
Jonathan Brooks & Shanna Brooks TTEES JSB Living Trust DTD 11/29/07 |
31,954,292 |
0 |
31,954,292 |
$3,195,429.20 |
Bradley Brooks |
7,339,252 |
0 |
7,339,252 |
$733,925.20 |
Harry Brooks |
1,060,000 |
0 |
1,060,000 |
$106,000.00 |
H. Leon Brooks |
941,615 |
0 |
941,615 |
$94,161.50 |
Susan Smith TTEE Saul & Susan Smith Family Trust DTD 2/22/00 |
1,000,808 |
0 |
1,000,808 |
$100,080.80 |
Thomas H. Morgan TR U/A DTD 4/4/07 Thomas H. Morgan Declaration Trust |
7,531,004 |
0 |
7,531,004 |
$753,100.40 |
Ronald Richards |
872,205 |
0 |
872,205 |
$87,220.50 |
Goran Dragolovic & Kelly Dragolovic JT TEN |
225,983 |
0 |
225,983 |
$22,598.30 |
Grant Stevens TTEE Stevens Family Trust DTD 10/18/92 |
451,958 |
0 |
451,958 |
$45,195.80 |
TOTALS: |
114,937,148 |
0 |
114,937,148 |
$11,493,714.80 |