Form 4 for MOBI Mobia Medical, Inc.
Accepted 2026-05-11 21:36:09 ET · period of report 2026-01-30 · accession 0001628280-26-033804 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2026-05-11 21:36 | 2026-05-11 | MOBI | Curnes Nelson Bunker | CFO | C - Cnv Deriv | — | +283.9K | 303.3K | +1,461% | — |
| D | 2026-05-11 21:36 | 2026-05-11 | MOBI | Curnes Nelson Bunker | CFO | X - OptEx | $14.65 | +13.7K | 317.0K | +5% | +$200.5K |
| D | 2026-05-11 21:36 | 2026-05-11 | MOBI | Curnes Nelson Bunker | CFO | F - Tax | $15.00 | -13.4K | 303.6K | -4% | -$200.5K |
| DMI | 2026-05-11 21:36 | 2026-05-11 | MOBI | Curnes Nelson Bunker | CFO | C - Cnv Deriv | — | +990.6K | 175.1K | New | — |
| DMI | 2026-05-11 21:36 | 2026-01-30+ | MOBI | Curnes Nelson Bunker | CFO | A - Grant | $3,279,854.61 | +6.10M | 2.10M | New | +$20010.19B |
| D | 2026-05-11 21:36 | 2026-05-07 | MOBI | Curnes Nelson Bunker | CFO | A - Grant | $0.00 | +206.1K | 206.1K | New | $0 |
| DM | 2026-05-11 21:36 | 2026-05-11 | MOBI | Curnes Nelson Bunker | CFO | C - Cnv Deriv | — | -988.8K | 0 | -100% | — |
| DMI | 2026-05-11 21:36 | 2026-05-11 | MOBI | Curnes Nelson Bunker | CFO | C - Cnv Deriv | — | -7.78M | 0 | -100% | — |
| DM | 2026-05-11 21:36 | 2026-05-11 | MOBI | Curnes Nelson Bunker | CFO | X - OptEx | — | -47.7K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2026-05-11 | C | A | 283,895 | — | 303,322 | D | — | — | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 2 | Common | Common Stock | 2026-05-11 | X | A | 13,684 | $14.65 | 317,006 | D | — | — | |
| 3 | Common | Common Stock | 2026-05-11 | F | D | 13,368 | $15.00 | 303,638 | D | — | — | |
| 4 | Common | Common Stock | 2026-05-11 | C | A | 5,742 | — | 5,742 | I By Family Trusts | — | — | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 5 | Common | Common Stock | 2026-05-11 | C | A | 476,485 | — | 476,485 | I By Exceller Hunt Microtransponder 2017, LP | — | — | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 6 | Common | Common Stock | 2026-05-11 | C | A | 333,333 | — | 809,818 | I By Exceller Hunt Microtransponder 2017, LP | — | — | (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| 7 | Common | Common Stock | 2026-05-11 | C | A | 175,077 | — | 175,077 | I By Curnes Fund 2001 | — | — | (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| 8 | Derivative | Convertible Notes | 2026-01-30 | A | A | 2,000,000 | $2,000,000.00 | 2,000,000 | I By Curnes Fund 2001 | — · — to — | 166,666 Common Stock | (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F3) This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Offering, and is reported herein pursuant to Rule 16a-2(a). (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| 9 | Derivative | Convertible Notes | 2026-01-30 | A | A | 4,000,000 | $4,000,000.00 | 4,000,000 | I By Exceller Hunt Microtransponder 2017, LP | — · — to — | 333,333 Common Stock | (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F3) This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Offering, and is reported herein pursuant to Rule 16a-2(a). (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| 10 | Derivative | Convertible Notes | 2026-02-05 | A | A | 100,937.62 | $100,937.62 | 2,100,937.62 | I By Curnes Fund 2001 | — · — to — | 8,411 Common Stock | (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F3) This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Offering, and is reported herein pursuant to Rule 16a-2(a). (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| 11 | Derivative | Stock Option | 2026-05-07 | A | A | 206,070 | $0.00 | 206,070 | D | $15.00 · — to 2036-05-07 | 206,070 Common Stock | (F4) The stock option will vest as to 25% of the underlying shares on May 7, 2027, and will vest thereafter in 36 substantially equal monthly installments. |
| 12 | Derivative | Series A Preferred Stock | 2026-05-11 | C | D | 191,330 | — | 0 | D | — · — to — | 54,932 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 13 | Derivative | Series C Preferred Stock | 2026-05-11 | C | D | 100,000 | — | 0 | D | — · — to — | 28,710 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 14 | Derivative | Series D Preferred Stock | 2026-05-11 | C | D | 383,333 | — | 0 | D | — · — to — | 110,058 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 15 | Derivative | Series E-1 Preferred Stock | 2026-05-11 | C | D | 29,168 | — | 0 | D | — · — to — | 8,374 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 16 | Derivative | Series F Preferred Stock | 2026-05-11 | C | D | 284,986 | — | 0 | D | — · — to — | 81,821 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 17 | Derivative | Series C Preferred Stock | 2026-05-11 | C | D | 20,000 | — | 0 | I By Family Trusts | — · — to — | 5,742 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 18 | Derivative | Series D Preferred Stock | 2026-05-11 | C | D | 505,269 | — | 0 | I By Exceller Hunt Microtransponder 2017, LP | — · — to — | 145,067 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 19 | Derivative | Series E-1 Preferred Stock | 2026-05-11 | C | D | 272,271 | — | 0 | I By Exceller Hunt Microtransponder 2017, LP | — · — to — | 78,171 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 20 | Derivative | Series E-2 Preferred Stock | 2026-05-11 | C | D | 596,219 | — | 0 | I By Exceller Hunt Microtransponder 2017, LP | — · — to — | 171,179 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 21 | Derivative | Series F Preferred Stock | 2026-05-11 | C | D | 285,846 | — | 0 | I By Exceller Hunt Microtransponder 2017, LP | — · — to — | 82,068 Common Stock | (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. (F1) Each share of the Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock converted into Common Stock immediately prior to the completion of the Issuer's initial public offering (the "Offering") pursuant to its terms. |
| 22 | Derivative | Warrants | 2026-05-11 | X | D | 23,666 | — | 0 | D | $14.65 · — to 2033-06-13 | 6,890 Common Stock | (F5) The warrants are currently exercisable. In connection with the Offering, the warrants were exercised according to the terms of the applicable warrant agreement. The warrants have a net exercise provision under which the Reporting Person may, in lieu of payment of the exercise price in cash, surrender the warrants and receive a net amount of shares based on the fair market value of the shares at the time of exercise of the warrants after deduction of the aggregate exercise price. (F5) The warrants are currently exercisable. In connection with the Offering, the warrants were exercised according to the terms of the applicable warrant agreement. The warrants have a net exercise provision under which the Reporting Person may, in lieu of payment of the exercise price in cash, surrender the warrants and receive a net amount of shares based on the fair market value of the shares at the time of exercise of the warrants after deduction of the aggregate exercise price. |
| 23 | Derivative | Warrants | 2026-05-11 | X | D | 24,000 | — | 0 | D | $14.65 · — to 2033-05-24 | 6,794 Common Stock | (F5) The warrants are currently exercisable. In connection with the Offering, the warrants were exercised according to the terms of the applicable warrant agreement. The warrants have a net exercise provision under which the Reporting Person may, in lieu of payment of the exercise price in cash, surrender the warrants and receive a net amount of shares based on the fair market value of the shares at the time of exercise of the warrants after deduction of the aggregate exercise price. (F5) The warrants are currently exercisable. In connection with the Offering, the warrants were exercised according to the terms of the applicable warrant agreement. The warrants have a net exercise provision under which the Reporting Person may, in lieu of payment of the exercise price in cash, surrender the warrants and receive a net amount of shares based on the fair market value of the shares at the time of exercise of the warrants after deduction of the aggregate exercise price. |
| 24 | Derivative | Convertible Notes | 2026-05-11 | C | D | 2,100,937.62 | — | 0 | I By Curnes Fund 2001 | — · — to — | 175,077 Common Stock | (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| 25 | Derivative | Convertible Notes | 2026-05-11 | C | D | 4,000,000 | — | 0 | I By Exceller Hunt Microtransponder 2017, LP | — · — to — | 333,333 Common Stock | (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. (F2) The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |