|
Name
of Selling Stockholder and Position, Office or Material Relationship with
Raptor Pharmaceutical Corp.
|
Shares of Common Stock
Beneficially Owned Prior to the Offering(2)
|
Number
of Outstanding Shares Being Offered
|
Shares
Issuable Upon Exercise of Warrants Being Offered
|
Shares
of Common Stock Beneficially Owned After Offering (1)
|
||||||
|
# of Shares
|
%
of
Class
|
# of Shares
|
# of Shares
|
# of Shares
|
|
%
of Class
|
||||
|
Lundell
Holding & Financing Ltd.
|
30,000
|
*
|
-
|
30,000
(3)
|
-
|
0
|
||||
|
Aran
Asset Management, SA (4)
|
4,643,499
|
19.9%
|
3,024,777
|
769,339
(3)
|
849,383
|
3.8%
|
||||
|
Aran
Asset Management, SA ITF Brook Riggins
|
84,315
|
*
|
-
|
84,315
(3)
|
-
|
0
|
||||
|
Aran
Asset Management, SA ITF Limetree Capital (5)
|
419,307
|
1.9%
|
-
|
419,307
(3)
|
-
|
0
|
||||
| Limetree Capital (5) | - | - | - | - | - | 0 | ||||
|
(1)
|
Assumes
all of the shares of common stock offered are sold. Based upon 22,580,365
shares of common stock issued and outstanding on February 9,
2010.
|
|
(2)
|
Beneficial
ownership is determined in accordance with SEC rules and generally
includes voting or investment power with respect to securities. Shares of
common stock subject to options, warrants and convertible preferred stock
currently exercisable or convertible, or exercisable or convertible within
sixty (60) days, are counted as outstanding for computing the percentage
of the person holding such options or warrants but are not counted as
outstanding for computing the percentage of any other
person.
|
|
(3)
|
Represents
the assignment of warrants, in February 2010, to purchase shares of
Raptor's common stock originally issued to Limetree Capital in 2008 and
2009 as a placement agent in the Company’s subsidiary, Raptor
Pharmaceuticals Corp.’s, May/June 2008 financing and August 2009 financing
consummated prior to its merger with us. Aran Asset Management
SA was assigned warrants to purchase up to 35,000 shares of Raptor's
common stock, the remainder of the shares issuable upon exercise of the
warrants set forth in this column with respect to Aran Asset Management SA
were not assigned from Limetree
Capital.
|
|
(4)
|
Represents 3,874,160
shares of common stock held by Aran Asset Management SA and warrants to
purchase up to 769,339 shares of common stock exercisable within 60 days
of February 9, 2010. Aran Asset Management SA disclaims beneficial
ownership of the shares registered in its name on behalf of its clients.
The Chairman and CEO of Aran Asset Management SA is Michael C. Thalmann
who disclaims beneficial ownership of these shares except to the extent of
his pecuniary interest therein.
|
|
(5)
|
In
August 2009, prior to our merger with Raptor Pharmaceuticals Corp.,
Limetree Capital was issued warrants by Raptor Pharmaceuticals Corp.
exercisable for 7% of Raptor Pharmaceuticals Corp.’s common stock issued
and issuable under the warrants issued to investors placed by it as part
of Raptor Pharmaceuticals Corp.’s private placement of its units
(comprised of common stock and warrants exercisable for common stock), and
a 3.5% cash fee based upon the proceeds of the sale of such units in such
private placement as placed by them. The cash fees paid to Limetree
totaled $59,360. Pursuant to our merger with Raptor Pharmaceuticals Corp.,
the warrants issued to Limetree Capital were converted into the right to
receive warrants to purchase 129,733 shares of our common stock at an
exercise price of $1.50 per share for a five year term from the date of
the original warrants (post-merger shares and exercise price). Erich
Sager, one of our board members, serves on the board of directors of
Limetree Capital and is a founding partner thereof. Our securities owned
by Limetree Capital include warrants to purchase up to 438,889 shares of
our common stock exercisable with sixty (60) days. These warrants were
originally issued by Raptor Pharmaceuticals Corp., our wholly-owned
subsidiary, prior to our merger with it, as part of placement agent fees
paid to Limetree Capital by Raptor Pharmaceuticals Corp. pursuant to
Raptor Pharmaceuticals Corp.’s May / June 2008 private placement. Please
refer to the discussion under the heading “Selling Stockholders” which
describes these transactions in more detail. Erich Sager disclaims
beneficial ownership of these shares except to the extent of his pecuniary
interest therein.
|
|
*
|
Less
than 1%
|