X0202 4 2007-12-27 0 0001383529 NovaRay Medical, Inc. (NONE) 0001132978 WHEATLEY MEDTECH PARTNERS L P 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK NY 11021 0 0 1 0 0001013232 LIEBER IRWIN 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK NY 11021 0 0 1 0 0001047744 FINGERHUT BARRY K 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK NY 11021 0 0 1 0 0001245922 LIEBER SETH 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK NY 11021 0 0 1 0 0001245925 LIEBER JONATHAN 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK NY 11021 0 0 1 0 0001248053 CASEY NANCY 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK NY 11021 0 0 1 0 0001022123 RUBENSTEIN BARRY 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK NY 11021 0 0 1 0 0001245931 WHEATLEY MEDTECH PARTNERS LLC 80 CUTTERMILL ROAD, SUITE 302 GREAT NECK NY 11021 0 0 1 0 Common Stock 1918845 D Series A Convertible Preferred Stock 2007-12-27 4 A 0 142632 2.67 A Common Stock 142632 142632 D Series A Warrant (Exercisable for Common Stock) 4.25 2007-12-27 4 A 0 47544 0 A 2007-12-27 Common Stock 47544 47544 D This is a group filing of Wheatley MedTech Partners, L.P., its general partner, Wheatley MedTech Partners, LLC, and members of the general partner (Barry Rubenstein, Barry K. Fingerhut, Irwin Lieber, Seth Lieber, Jonathan Lieber, and Nancy Casey). The members of the general partner exercise investment and voting control over these securities. The general partner and its members disclaim beneficial ownership of shares held by Wheatley MedTech Partners, L.P., except to the extent of their respective pecuniary interest therein. The Series A Convertible Preferred Stock is convertible into common stock according to the terms set out in the Certificate of Designations of the Series A Convertible Preferred Stock. Each share of Series A Preferred Stock is currently convertible into 1 share of common stock. Series A Convertible Preferred Stock may not be converted into common stock and Series A Warrants may not be exercised within sixty (60) days if such conversion or exercise would result in any holder of Series A Convertible Preferred Stock or a Series A Warrant beneficially owning more than 4.99% of the issuer's then issued and outstanding common stock. Pursuant to a conversion agreement, Wheatley Medtech Partners, L.P. agreed to the automatic conversion of certain notes and accrued interest of the issuer's predecessor into Series A Preferred Stock and Warrants upon the closing of the issuer's private placement of such securities. Pursuant to such agreement, 24,639 shares of Series A Preferred Stock were issued to Wheatley Medtech Partners, L.P., at a conversion price equal to 80% of the $2.67 purchase price paid in the issuer's private placement. By: By Wheatley MedTech Partners, LLC, its general partner, by Barry Rubenstein, CEO 2008-01-07 /s/ LIEBER, IRWIN 2008-01-07 /s/ FINGERHUT, BARRY K. 2008-01-07 /s/ LIEBER, SETH 2008-01-07 /s/ LIEBER, JONATHAN 2008-01-07 /s/ CASEY, NANCY 2008-01-07 /s/ RUBENSTEIN, BARRY 2008-01-07 By: By Barry Rubenstein, CEO 2008-01-07