APNO .65 - this one has tanked on almost no volume. It had a run up to 2.50 in a day if people remember.
13D filed today -
Identity and Background
(a) This statement is filed by ETP/FBR Venture Capital LLC and ETP/FBR Venture Capital II LLC. William Snider and Wei-Wu He are the general partners of ETP/FBR Venture Capital LLC and ETP/FBR Venture Capital II LLC. ETP/FBR Venture Capital LLC, ETP/FBR Venture Capital II LLC, William Snider and Wei-Wu He are each sometimes referred to as a Reporting Person and collectively , referred to as the Reporting Persons.
(b) The principal business address of each Reporting Person is 1901 Research Boulevard, Suite 350, Rockville, MD 20850.
(c) Each ETP/FBR Venture Capital LLC and ETP/FBR Venture Capital II LLC is a limited liability company organized for purpose of making investments in public and private emerging and growth companies in the biotechnology field. William Snider and Wei-Wu He are the general partners of ETP/FBR Venture Capital LLC and ETP/FBR Venture Capital II LLC.
(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
(f) ETP/FBR Venture Capital LLC and ETP/FBR Venture Capital II LLC are Delaware limited liability companies; William Snider and Wei-Wu He are the United States citizens.
Item 3. Source and Amount of Funds or Other Consideration
ETP/FBR Venture Capital LLC holds 1,467,253 of the Common Stock reported above as a result of a merger of Alpha Innotech Corporation, a California Corporation (“AIC”)with Xtrana, Inc. (the “Merger”). Pursuant to the Merger Agreement dated as of December 14, 2004 (as amended on each of April 6, 2005, July 6, 2005 and August 25, 2005, the “Merger Agreement”), the securities of AIC held by ETP/FBR Venture Capital LLC were exchanged for securities of Alpha Innotech Corp.(f/k/a Xtrana, Inc.) as of October 3, 2005, the effective date of the Merger.
Pursuant to a securities purchase agreement dated as of July 21, 2006 between ETP/FBR Venture Capital II LLC and the Company, ETP/FBR Venture Capital II LLC has acquired a promissory note in the aggregate principal amount of $375,000. The promissory note is convertible in the shares of the Company’s Common Stock at the option of ETP/FBR Venture Capital II LLC at the conversion price of $1.60 per share
Pursuant to a Common Stock Purchase Agreement dated March 13, 2008, William Snider has acquired 250,000 shares of Common Stock of the Company.
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Item 4. Purpose of Transaction
ETP/FBR Venture Capital II LLC does not currently have any plans or proposals which relate to or would result in any matters set forth in Items 4(a) through 4(j), except for the potential conversion of the promissory note described above. .
Item 5. Interest in Securities of the Issuer
(a) William Snider is the beneficial ownership of 2,105,676 shares of common stock, which represents approximately 20.13% of the outstanding equity shares. Wei-Wu He is the beneficial owner of 1,701,628 shares of common stock, which represent approximately 16.26% of the outstanding equity shares. ETP/FBR Venture Capital LLC is the beneficial owners of an aggregate of 1,467,253 shares of common stock, which represent approximately 14.02% of the outstanding equity shares. ETP/FBR Venture Capital II LLC is the beneficial owners of an aggregate of 234,375 shares of common stock, which represent approximately 2.24% of the outstanding equity shares. Change in beneficial ownership of the common stock referred to herein is being reported hereunder solely because ETP/FBR Venture Capital II LLC may be deemed to have beneficial ownership of additional 234,375 shares of the Company Common Stock as a result of the potential conversion of the promissory note described above.
(b) ETP/FBR Venture Capital LLC is a direct owner of 1,467,253 shares of the Issuer’s Common Stock, except that William Snider and Wei-Wu He may be deemed to have shared voting power with respect to these shares of the Issuer’s Common Stock. ETP/FBR Venture Capital II LLC is a direct owner of 234,375 shares of the Issuer’s Common Stock, except that William Snider and Wei-Wu He may be deemed to have shared voting power with respect to these shares of the Issuer’s Common Stock.
(c) Except as set forth or incorporated herein, no Reporting Person effected any transactions in the Issuer’s Common Stock in the last 60 days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Common Stock Purchase Agreement dated March 13, 2008.
Item 7. Material to be filed as Exhibits.
Common Stock Purchase Agreement dated March 13, 2008.
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 18, 2008
ETP/FBR Venture Capital LLC
ETP/FBR Venture Capital II LLC
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By: /s/ Wei-Wu He
Wei-Wu He , General Partner
By: /s/ William Snider
William Snider
By: /s/ Wei-Wu He
Wei-Wu He
Exhibit 99.1
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 13, 2008, by and between Alpha Innotech Corp., a Delaware corporation (the “Company”), and William Snider (the “Purchaser”).
IN CONSIDERATION of the mutual promises and covenants contained in this Agreement, the Company and the Purchaser agrees as follows:
SECTION 1. Authorization of Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to 250,000 shares (each, a “Share” and collectively, the “Shares”) of Company common stock, par value $0.01 per share (“Common Stock”).
SECTION 2. Agreement to Sell and Purchase the Shares. At the closing of the sale and purchase of the Shares (the “Closing”), the Company will sell to the Purchaser, and the Purchaser will purchase from the Company, the Shares at the purchase price of $0.85 per Share for the aggregate purchase price of $212,500.
SECTION 3. Delivery of the Shares at the Closing. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution of this Agreement by the parties or on such other date as the Company and Purchaser shall agree (the “Purchase Date”). On the Purchase Date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the purchase price therefor by Purchaser by a combination of (a) check made payable to the Company in the amount of $142,500 and (b) cancellation of indebtedness of the Company to Purchaser in the amount of $70,000.
SECTION 4. Limitations on Transfer. The Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the applicable securities laws.
SECTION 5. Representations, Warranties and Covenants of Purchaser.
(a) The Purchaser represents and warrants to, and covenants with, the Company as follows: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has, in connection with its |
