Statement of Changes in Beneficial Ownership (4)
16 March 2023 - 7:31AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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ABG WTT-MedAvail Ltd |
2. Issuer Name and Ticker or Trading Symbol
MedAvail Holdings, Inc.
[
MDVL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2023 |
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(Street)
HONG KONG, K3
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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 Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Pre-Funded Warrant (Right to Buy) | $0.001 | 3/13/2023 | | P | | 6818181 | | 3/13/2023 (1) | (2) | Common Stock | 6818181 | $0.3212 | 6818181 | I | See footnote (3) |
| Pre-Funded Warrant (Right to Buy) | $0.001 | 3/13/2023 | | P | | 965130 | | 3/13/2023 (1) | (2) | Common Stock | 965130 | $0.3212 | 965130 | I | See footnote (4) |
| Explanation of Responses: |
| (1) | Prior to the Issuer receiving certain required approval of the Issuer's stockholders (the "Requisite Stockholder Approval"), the Pre-Funded Warrant holders may only exercise up to the product of (i) the holder's pro rata portion of the Pre-Funded Warrants and (ii) 16,025,925, which is the number of shares equal to 19.99% of the Issuer's Common Stock outstanding on March 9, 2023. |
| (2) | The Pre-Funded Warrants do not expire. |
| (3) | These securities are held of record by ABG WTT-MedAvail Limited ("ABG WTT"). ABG WTT is wholly owned by Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. Voting and investment decisions with respect to any securities held of record by ABG WTT are made by the investment committee of ABG-WTT Global Life Science Capital Partners GP Limited, which is the general partner of ABG-WTT Global Life Science Capital Partners GP, L.P., which is the general partner of Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. As such, each of the foregoing entities may be deemed to share beneficial ownership of the shares held by ABG-WTT. Each of them disclaims any such beneficial ownership. |
| (4) | These securities are held of record by Ally Bridge MedAlpha Master Fund L.P. ("MedAlpha"). Mr. Fan Yu is the sole shareholder of ABG Management Ltd., which is the sole member of Ally Bridge Group (NY) LLC, which manages MedAlpha's investments. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the shares held of record by MedAlpha. Each of them disclaims any such beneficial ownership. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ABG WTT-MedAvail Ltd
UNIT 3002-3004, 30TH FLOOR
GLOUCESTER TOWER, THE LANDMARK, CENTRAL
HONG KONG, K3 |
| X |
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Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.
UNIT 3002-3004, 30TH FLOOR
GLOUCESTER TOWER, THE LANDMARK, CENTRAL
HONG KONG, K3 |
| X |
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ABG-WTT Global Life Science Capital Partners GP, L.P.
UNIT 3002-3004, 30TH FLOOR
GLOUCESTER TOWER, THE LANDMARK, CENTRAL
HONG KONG, K3 |
| X |
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ABG-WTT Global Life Science Capital Partners GP Ltd
UNIT 3002-3004, 30TH FLOOR
GLOUCESTER TOWER, THE LANDMARK, CENTRAL
HONG KONG, K3 |
| X |
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ABG Management Ltd.
UNIT 3002-3004, 30TH FLOOR
GLOUCESTER TOWER, THE LANDMARK, CENTRAL
HONG KONG, K3 |
| X |
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Yu Fan
UNIT 3002-3004, 30TH FLOOR
GLOUCESTER TOWER, THE LANDMARK, CENTRAL
HONG KONG, K3 |
| X |
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Ally Bridge MedAlpha Master Fund L.P.
430 PARK AVENUE, 12TH FLOOR,
NEW YORK, NY 10022 |
| X |
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Ally Bridge Group (NY) LLC
430 PARK AVENUE, 12TH FLOOR,
NEW YORK, NY 10022 |
| X |
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Signatures
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| Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.
By: ABG-WTT Global Life Science Capital Partners GP, L.P., its general partner
By: ABG-WTT Global Life Science Capital Partners GP Limited, its general partner
By: /s/ Fan Yu, Director | | 3/15/2023 |
| **Signature of Reporting Person | Date |
| ABG-WTT Global Life Science Capital Partners GP, L.P.
By: ABG-WTT Global Life Science Capital Partners GP Limited, its general partner
By: /s/ Fan Yu, Director | | 3/15/2023 |
| **Signature of Reporting Person | Date |
| ABG-WTT Global Life Science Capital Partners GP Limited
By: /s/ Fan Yu, Director | | 3/15/2023 |
| **Signature of Reporting Person | Date |
| Ally Bridge MedAlpha Master Fund L.P.
By: Ally Bridge MedAlpha General Partner L.P., its general partner
By: Ally Bridge MedAlpha GP, LLC, its general partner
By: /s/ Fan Yu, Manager | | 3/15/2023 |
| **Signature of Reporting Person | Date |
| Ally Bridge Group (NY) LLC
By: ABG Management Ltd., its managing member
By: /s/ Fan Yu, Director | | 3/15/2023 |
| **Signature of Reporting Person | Date |
| ABG Management Ltd.
By: /s/ Fan Yu, Director | | 3/15/2023 |
| **Signature of Reporting Person | Date |
| ABG WTT-MedAvail Limited
By: /s/ Charles Chon, Director | | 3/15/2023 |
| **Signature of Reporting Person | Date |
| /s/ Fan Yu | | 3/15/2023 |
| **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 4(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 control number. |
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