GNPX 2017 Annual Report

95 Item 13. Certain Relationships and Related Transactions, and Director Independence. The following includes a summary of transactions since January 1, 2016 to which we have been a party, in which the amount involved in the transaction exceeded 1% of the average of our total assets at December 31, 2017 and 2016, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive Compensation.” Share and per-share amounts presented below give effect to the 6.6841954-for-1 forward split of our common stock effected in connection with the completion of our initial public offering in April 2018 Issuances of Securities to Domecq Sebastian, LLC In April 2016, we issued an option to purchase 161,396 shares of our common stock with an exercise price of $0.96 per share, to Domecq Sebastian, LLC, the beneficial owner of more than 5% of a class of our voting securities which is affiliated with David Nance, a former director and officer who is now deceased, in exchange for services provided by that entity. Loan from Domecq Sebastian, LLC On December 8, 2017, we received a loan from Domecq Sebastian, LLC in the amount of $200,000 and executed a Promissory Note under which we agreed to repay the loan on or before March 31, 2018, with interest at a rate of 15% per annum. We have repaid this note with a portion of the proceeds of the recently completed initial public offering of our common stock. Purchase of Shares in the Offering by Christy Mallinson Nance Christy Mallinson Nance, who holds voting and dispositive power over the securities held by Domecq Sebastian, LLC, purchased an aggregate of 50,000 shares of our common stock in our recent initial public offering. Issuances of Securities to Jack A. Roth, MD, FACS Pursuant to a Consulting Agreement between us and Jack A. Roth, MD, FACS, the beneficial owner of more than 5% of a class of our voting securities and the Chairman of our SMA Board, we issue to Dr. Roth an aggregate of 133,683 shares of our common stock each year. We issue these shares to Dr. Roth at the beginning of each calendar quarter. Under this arrangement, we issued to Dr. Roth an aggregate of 133,683 shares of our common stock in each of 2016 and 2017. Purchase of Shares in the Offering by JREG Investments, Ltd. JREG Investments, Ltd., an affiliate of Dr. Roth, purchased an aggregate of 40,000 shares of our common stock in our recent initial public offering. Issuances of Securities to Viet-An Hoan Ly Series G Preferred Stock From January 1, 2016 to December 31, 2017, we entered into a series of subscription agreements with various investment funds affiliated with Viet-An Hoan Ly, who is, together with his affiliated investment funds, a beneficial owner of more than 5% of a class of our voting securities, pursuant to which we issued and sold to such entities an aggregate of 687,621 shares of our Series G preferred stock at a purchase price of $5.29 per share, and received gross proceeds of approximately $3.6 million. Warrants to Purchase Common Stock In November 2016, we issued to Mr. Ly a warrant exercisable for an aggregate of 542,656 shares of our voting common stock, with an exercise price of $5.29 per share. The purchase price of the warrant was $8,119. That warrant is currently exercisable, expires on November 1, 2026, and is currently outstanding. Options to Purchase Common Stock In April 2016, we granted to Mr. Ly an option to purchase 56,815 shares of our common stock, with an exercise price of $0.96 per share. This option was fully vested at the time of grant and is currently outstanding.