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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 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 | ||||||||
Series A Preferred Stock | $ 2 (1) | 08/14/2020 | P | 157,500 | 02/14/2021 | (2) | Common Stock | 157,500 | $ 2 (1) (3) | 157,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Brock Eric A 165 GIBRALTAR COURT SUNNYVALE, CA 94089 |
X | CEO and Chairman |
/s/Eric A. Brock | 08/17/2020 | |
**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 Series A preferred stock is (i) convertible at the reporting person's option commencing on February 14, 2021 into shares of the Issuer's common stock (the "Common Stock") at an initial conversion price of $2.00 per share or (ii) automatically converted into Common Stock at the then applicable conversion price in the event of an equity offering of shares of Common Stock resulting in the Issuer uplisting to any national securities exchange. The conversion price is subject to adjustment as set forth in the Certificate of Designation for the Series A preferred stock, which is filed as Exhibit 3.1 to the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 17, 2020 ("August 2020 Form 8-K"). |
(2) | The Series A preferred stock has no expiration date. |
(3) | These securities were issued pursuant to a securities purchase agreement, dated August 14, 2020, between the issuer and the reporting person (the "Purchase Agreement"). Pursuant to the Purchase Agreement, the reporting person purchased 157,500 shares of Series A preferred stock at a purchase price per share of $2.00. The Purchase Agreement is described in the August 2020 Form 8-K. |