Sec Form 3 Filing - Ibex Investors LLC @ Aeon Global Health Corp. - 2018-11-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ibex Investors LLC
2. Issuer Name and Ticker or Trading Symbol
Aeon Global Health Corp. [ AGHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE, SUITE 670
3. Date of Earliest Transaction (MM/DD/YY)
11/23/2018
(Street)
DENVER, CO80209
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 452,974 I By: Ibex Microcap Fund LLLP ( 1 ) ( 3 )
Common Stock 833 I By: Lazarus Macro Micro Partners LLLP ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Series D Convertible Preferred Stock ( 4 ) $ 9.77 12/20/2013 ( 5 ) Common Stock 204,679 ( 6 ) I By: Ibex Microcap Fund LLLP ( 1 ) ( 3 )
Warrant (right to buy) $ 2.7 01/27/2019( 7 ) 07/27/2024 Common Stock 111,111 ( 8 ) I By: Ibex Microcap Fund LLLP ( 1 ) ( 3 )
Warrant (right to buy) $ 2.25 01/21/2019( 7 ) 12/15/2022 Common Stock 451,567 ( 9 ) I By: Ibex Microcap Fund LLLP ( 1 ) ( 3 )
Warrant (right to buy) $ 2.25 01/21/2019( 7 ) 12/15/2022 Common Stock 39,682 ( 10 ) I By: Ibex Microcap Fund LLLP ( 1 ) ( 3 )
Warrant (right to buy) $ 2.25 01/21/2019( 7 ) 12/15/2022 Common Stock 138,889 ( 11 ) I By: Ibex Microcap Fund LLLP ( 1 ) ( 3 )
Warrant (right to buy) $ 2.25 01/21/2019( 7 ) 12/15/2022 Common Stock 36,667 ( 12 ) I By: Ibex Microcap Fund LLLP ( 1 ) ( 3 )
Warrant (right to buy) $ 2.25 01/21/2019( 7 ) 12/15/2022 Common Stock 25,822 ( 13 ) I By: Ibex Microcap Fund LLLP ( 1 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ibex Investors LLC
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
BORUS JUSTIN B
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
Ibex Microcap Fund LLLP
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
Lazarus Macro Micro Partners LLLP
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
Signatures
/s/ Justin B. Borus (for himself and on behalf of Ibex (for itself and on behalf of the Funds) 11/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities reported herein are owned directly by Ibex Microcap Fund LLLP ("Ibex Microcap"). Ibex Investors LLC ("Ibex") is the investment adviser and general partner of Ibex Microcap and Justin B. Borus is the manager of Ibex.
( 2 )These securities reported herein are owned directly by Lazarus Macro Micro Partners LLLP ("Macro Micro"). Ibex is the investment adviser and general partner of Macro Micro.
( 3 )Each of Ibex and Mr. Borus expressly disclaims beneficial ownership of the securities held by Ibex Microcap and Macro Micro (referred to collectively as the "Funds") except to the extent of his or its pecuniary interest therein, if any. Each of the Funds expressly disclaims beneficial ownership of the securities held by the other Fund. The filing of this Form 3 shall not be construed as an admission that either Ibex or Mr. Borus (or each Fund with respect to the securities held by the other Fund), for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein.
( 4 )The Series D Convertible Preferred Stock is subject to optional conversion at the election of the holder and mandatory conversion at the election of the Issuer, and is also subject to redemption at the election of the Issuer, in each case subject to the restrictions, terms and conditions set forth in the Series D Convertible Preferred Stock Certificate of Designations (including without limitation the restriction described in Footnote (6) hereof).
( 5 )There is no expiration date for conversion of the Series D Convertible Preferred Stock.
( 6 )The Series D Convertible Preferred Stock is not convertible to the extent that, after giving effect to the conversion, the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below) as a result of such conversion. The "Beneficial Ownership Limitation" shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the conversion. A holder, upon not less than sixty-one (61) days' prior notice to the Issuer, may increase or decrease the Beneficial Ownership Limita tion provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the conversion unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.
( 7 )These Warrants become exercisable upon the expiration of certain lock-up restrictions as set forth in a Lockup Agreement executed with the Issuer.
( 8 )These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may increase or decrease the Maximum Percentage, as applied to the holder, to any other percentage specified in such notice not to exceed 9.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.
( 9 )These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.
( 10 )These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.8% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.
( 11 )These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.98% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.
( 12 )These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Warrants are not exercisable to the extent that such exercise would result in the holder (together with its affiliates, and any persons acting as a group together with such holder or any of such holder's affiliates) beneficially owning in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise unless any issuances in excess of such limitation are approved by the Issuer's common stockholders.
( 13 )These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may waive the Maximum Percentage, as applied to the holder, provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.

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