| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/12/2011 |
3. Issuer Name and Ticker or Trading Symbol
Imprimis Pharmaceuticals, Inc. [ IMMY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 23,206 | D | |
| Common Stock | 8,240,045 | I | DermaStar International, LLC(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock | 02/28/2012 | 02/28/2012 | Common Stock | 7,498,500 | 0.0017 | I | DermaStar International, LLC(2) |
| Option (Right to Buy) | 04/01/2012(3) | 03/31/2017 | Common Stock | 300,000 | 0.9 | D | |
| Option (Right to Buy) | 04/01/2012(4) | 03/31/2017 | Common Stock | 125,000 | 0.9 | D | |
| Warrants | 04/30/2012 | 04/29/2015 | Common Stock | 241,308 | 1.185 | I | DermaStar International, LLC(5) |
| Advisory Agreement(6) | 04/01/2012 | 04/01/2014 | Common Stock | 22,222 | 0.9 | D | |
| Explanation of Responses: |
| 1. DermaStar International, LLC ("DermaStar") is the direct beneficial owner of 8,240,045 shares of the Issuer's Common Stock. Dr. Kammer is a managing member of DermaStar and holds an ownership interest in DermaStar and may be deemed to have voting and dispositive power over the 8,240,045 shares of Common Stock owned by DermaStar. Dr. Kammer disclaims beneficial ownership over such shares. |
| 2. DermaStar is the direct beneficial owner of 10 shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Preferred"). The Series A Preferred are convertible into a total of 7,498,500 shares of Common Stock. Dr. Kammer is a managing member of DermaStar and holds an ownership interest in DermaStar and may be deemed to have voting and dispositive power over the 7,498,500 shares of Common Stock underlying the Series A Preferred owned by DermaStar. Dr. Kammer disclaims beneficial ownership over such shares. |
| 3. The stock options, granted on April 1, 2012, were granted pursuant to the Issuer's 2007 Stock Incentive and Awards Plan. Dr. Kammer's options vest over a 1 year period at a strike price of $0.90, with 75,000 options vesting immediately upon issuance, and an additional 9,375 options vesting monthly for the next twenty four months thereafter. As of the date of this Form 3 filing, options to purchase 93,750 shares of the Issuer's common stock are exercisable, but no options have been exercised. |
| 4. The stock options, granted on April 1, 2012, were granted pursuant to the Issuer's 2007 Stock Incentive and Awards Plan. Dr. Kammer's options maintain a strike price of $0.90, and vest quarterly over a one year term with the initial 31,250 options vesting on June 30, 2012, the next 31,250 options vesting on September 30, 2012, the next 31,250 options vesting on December 31, 2012 and the final 31,250 options vesting on March 31, 2013. |
| 5. DermaStar is the direct beneficial owner of warrants to purchase up to 241,308 shares of the Issuer's Common Stock at an exercise price of $1.185 (the "Warrants"). The Warrants expire on the third anniversary of the issuance date. Dr. Kammer is a managing member of DermaStar and holds an ownership interest in DermaStar and may be deemed to have voting and dispositive power of the Warrants and 241,308 shares of Common Stock underlying the Warrants owned by DermaStar. Dr. Kammer disclaims beneficial ownership over such shares. |
| 6. On April 1, 2012, Dr. Kammer entered into an advisory agreement with the Issuer(the "Advisory Agreement"). Pursuant to the terms of the Advisory Agreement, Dr. Kammer is to be compensated $10,000 per month; provided however, until the Issuer completes an equity or debt financing yielding not less than $15,000,000 to the Issuer(a "Qualified Transaction"), such monthly payment shall be made in the form of the Issuer's common stock based on $0.90 price per share being allocated to each dollar of payment due to Dr. Kammer under the Advisory Agreement. As of the date of this Form 3 filing, 22,222 shares of common stock are issuable to Dr. Kammer within 60 days of the date of this filing. |
| Robert Kammer | 04/30/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||