X0202 4 2004-05-17 0 0001016169 ANTARES PHARMA INC ANTR.OB 0001118481 XMARK ASSET MANAGEMENT LLC 152 W 57TH STREET, 21ST FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.01 per share 2004-05-17 4 S 0 12500 .94 D 2476243 I See footnotes 2 through 8 The reporting person is Xmark Asset Management, LLC, ("XAM"), a New York limited liability company. XAM's interest in the securities reported herein is limited to its pecuniary interest, if any, in Xmark Fund, L.P., a Delaware limited partnership ("Xmark LP"), and Xmark Fund, Ltd., a Cayman Islands exempted company ("Xmark Ltd"). Xmark LP is the holder of: (i) 676,450 shares (the "Xmark LP Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of Antares Pharma, Inc., a Minnesota corporation (the "Company"); (ii) warrants (the "2003 Xmark LP Warrants") which, subject to certain exercise restrictions contained therein, entitle Xmark LP to purchase an aggregate of up to 238,125 shares of Common Stock at an exercise price of $1.00 per share (the "2003 Xmark LP Warrant Shares"), which exercise price is subject to adjustment as set forth in the 2003 Xmark LP Warrants; and (iii) 44,927 shares (the "Xmark LP Series D Preferred Shares") of the Company's Series D Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"). Subject to certain restrictions contained in the Company's Certificate of Designations of Series D Preferred Stock (the "Certificate of Designations"), each Xmark LP Series D Preferred Share is convertible into ten shares of Common Stock, for an aggregate of 449,270 shares of Common Stock (the "Xmark LP Conversion Shares"). Xmark Ltd is the holder of: (i) 1,799,793 shares of Common Stock (the "Xmark Ltd Shares," and together with the Xmark LP Shares, the "Shares"); (ii) warrants (the "2003 Xmark Ltd Warrants," and together with the 2003 Xmark LP Warrants, the "2003 Warrants") which, subject to certain exercise restrictions contained therein, entitle Xmark Ltd to purchase an aggregate of up to 511,875 shares of Common Stock at an exercise price of $1.00 per share (the "2003 Xmark Ltd Warrant Shares," and together the 2003 Xmark LP Warrant Shares, the "2003 Warrant Shares"), which exercise price is subject to adjustment as set forth in the 2003 Xmark Ltd Warrant; and (iii) 135,234 shares of Series D Preferred Stock (the "Xmark Ltd Series D Preferred Shares", and together with the Xmark LP Series D Preferred Shares, the "Preferred Shares"). Subject to certain restrictions contained in the Certificate of Designations, each Xmark Ltd Series D Preferred Share is convertible into ten shares of Common Stock, for an aggregate of 1,352,340 shares of Common Stock (the "Xmark Ltd Conversion Shares," and together with the Xmark LP Conversion Shares, the "Conversion Shares"). Prior to March 1, 2004, Xmark LP was the holder of warrants (the "Initial Xmark LP Warrants") which, subject to certain exercise restrictions contained therein, entitled Xmark LP to purchase up to an aggregate of 569,325 shares of Common Stock at an exercise price of $0.28 per share (the "Initial Xmark LP Warrant Shares"), and Xmark Ltd was the holder of warrants (the "Initial Xmark Ltd Warrants", and together with the Initial Xmark LP Warrants, the "Initial Warrants") which, subject to certain exercise restrictions contained therein, entitled Xmark Ltd to purchase an aggregate of up to 1,680,675 shares of Common Stock at an exercise price of $0.28 per share (the "Initial Xmark Ltd Warrant Shares," and together with the Initial Xmark LP Warrant Shares, the "Initial Warrant Shares"), which exercise prices are subject to adjustment as set forth in the Initial Warrants. Each of the 2003 Warrants, the Initial Warrants and the Certificate of Designations, provides that in no event shall such warrant or such Preferred Shares, be exercisable for, or convertible into, shares of Common Stock to the extent that the issuance of 2003 Warrant Shares, Initial Warrant Shares and/or Conversion Shares thereunder, taking into account the Shares, would result in the "beneficial ownership" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder) by Xmark LP, Xmark Ltd, or their affiliates, of more than 9.99% of the Common Stock (the "Issuance Limitation"). Such Issuance Limitation may be waived by Xmark LP and/or Xmark Ltd upon 61 days written notice to the Company. The Issuance Limitation with respect to the Initial Warrants was waived on December 30, 2003. As a result of that waiver, the Issuance Limitation with respect to the 2003 Warrants and the Conversion Shares is currently ineffective. XAM serves as investment manager for each of Xmark LP and Xmark Ltd. In such capacity, XAM possesses the power to vote and direct the disposition of all securities held by Xmark LP and Xmark Ltd. Thus, as of May 17, 2004 for the purposes of Reg. Section 240.13d-3, XAM may be deemed to beneficially own 5,027,853 shares of Common Stock, or 12.4% of the Common Stock deemed issued and outstanding as of that date. The total number of shares of Common Stock beneficially owned by XAM, including 2003 Warrant Shares and Conversion Shares is 5,027,853 or 12.4% of the outstanding shares of Common Stock as of May 4, 2004 (based on the information provided in the Company's Form 10-K for the fiscal period ending December 31, 2003). This does not include 30,000 shares of Common Stock and Warrants to acquire 349,999 shares of Common Stock owned by Sabbatical Ventures, LLC, a Delaware limited liability company ("Sabbatical"). Nor does this include the 20,000 shares of Common Stock and Warrants to acquire 700,001 shares of Common Stock owned by certain employees of XAM. Sabbatical is controlled by Mitchell D. Kaye. Mr. Kaye is Manager of XAM. XAM disclaims beneficial ownership of the securities held by these employees and by Sabbatical. Sabbatical disclaims beneficial ownership of securities beneficially owned by each of XAM, Xmark LP and Xmark Ltd. XAM acquired these shares of Common Stock and the Warrants to acquire these shares of Common Stock that were distributed to its employees and to Sabbatical pursuant to an Advisory Agreement, dated as of January 15, 2003. Mr. Kaye's interest in the securities reported herein is limited to his pecuniary interest in XAM, Xmark LP, Xmark Ltd and Sabbatical, if any. /s/ Mitchell D. Kaye, Manager of Xmark Asset Management, LLC 2004-05-18