TPTX » Topics » Treatment of Outstanding Options and Warrants

This excerpt taken from the TPTX DEF 14A filed Jun 19, 2009.

Treatment of Outstanding Options and Warrants

As of April 30, 2009, options to purchase an aggregate of 2,787,347 shares of the Company’s common stock were outstanding under the Company’s 1998 Stock Option Plan, 2000 Stock Option Plan 2000 Equity Incentive Plan and 2006 Equity Incentive Plan (the “Stock Option Plans”). If stockholders approve the Plan of Dissolution, all outstanding unvested options to purchase shares of the

 

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Company’s common stock under the Stock Option Plans shall fully vest. In addition, the Compensation Committee of the Board of Directors may, at its discretion (i) cancel any outstanding stock option awards in exchange for a cash payment of an amount equal to the difference between the then fair market value of the award less the option or base price of the award; or (ii) after having given the award holder a chance to exercise any outstanding options, terminate any or all of the award holder’s unexercised options. 1,796,384 of the options outstanding under the 2006 Plan are “in-the-money,” meaning the applicable exercise price of each outstanding option is currently less than the market price per share of the Company’s common stock on the Nasdaq Capital Market ($0.33) per share as of May 26, 2009).

As of April 30, 2009, warrants to purchase an aggregate of 1,657,614 shares of the Company’s common stock were outstanding, of which 12,992 are exercisable at $9.24 per share and expire on July 1, 2010, 6,246 are exercisable at $5.60 per share and expire on December 7, 2010, 59,544 are exercisable at $9.24 per share and expire on September 26, 2015, 1,500,000 are exercisable at $8.32 per share and expire on October 3, 2009 and 78,832 are exercisable at $1.37 per share and expire on June 11, 2013. If the stockholders approve the Plan of Dissolution, we are required to mail to holders of outstanding warrants to purchase our common stock a notice stating the date on which the liquidation is expected to become effective, and the date as of which it is expected that holders of common stock of record will be entitled to exchange their shares of common stock for securities or other property, if any, deliverable upon such liquidation.

Unless and until an option or warrant is exercised and payment of the applicable exercise price or strike price is made, option and warrant holders are not entitled to any cash distributions with respect to their options or warrants payable under the Plan of Dissolution.

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