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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Note | $ 0.3 | 03/28/2018 | P | $ 100,000 | 03/28/2018 | 04/20/2021(1) | Common stock | 333,333 | $ 100,000 (2) | $ 100,000 | I | Securities held by Sanatio Capital, LLC. | |||
Warrant to Purchase Common Stock | $ 0.48 | 03/28/2018 | P | 333,333 | 03/28/2018 | 04/20/2023 | Common stock | 333,333 | (3) | 3,590,476 (4) | I | Securities held by Sanatio Capital, LLC. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STROMMEN JACK B. 7108 31ST AVENUE NORTH MINNEAPOLIS, MN 55427 |
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/s/ John R. Browning, Attorney in fact | 03/30/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The maturity date of the Convertible Promissory Note is April 20, 2021. |
(2) | Represents the amount of cash investment and the principal amount due on the Convertible Promissory Note reported herein. |
(3) | The reported Warrant to Purchase Common Stock was received as part of a unit associated with a $100,000 investment by Reporting Person into Issuer's private securities offering, along with the Convertible Promissory Note reported herein. No separate consideration was given for the warrant. |
(4) | Includes warrants to purchase 3,257,143 common stock held by Reporting Person directly. Does not include 82,138 shares of Issuer's common stock purchasable by Reporting Person pursuant to Options. |
Remarks: The Convertible Promissory Note and Warrant reported in Table II were purchased as part of a unit in the issuer's private securities offering titled Spring 2018 Offering. |