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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 | ||||||||
5% Secured Convertible Note due December 2017 (1) | $ 0.05 | 08/10/2016 | A | 100,000 | 12/16/2017(2) | 12/31/2017(3) | Common Stock | 2,000,000 | (4) | 550,000 (5) | I | Trust (7) | |||
Common Stock Warrant | $ 0.05 | 08/10/2016 | A | 2,000,000 | 08/10/2016 | 12/31/2020(6) | Common Stock | 2,000,000 | (4) | 11,000,000 | I | Trust (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FOLLMAN ROBERT J 26522 LA ALAMEDA SUITE 290 MISSION VIEJO, CA 92691 |
X | X |
/s/ ROBERT J. FOLLMAN | 08/12/2016 | |
**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 5% Secured Convertible Note due December 2017 (the "Note") was purchased by the Reporting Person pursuant to a Second Amended and Restated Note and Warrant Purchase Agreement (the "Agreement"), dated December 23, 2015, between the Issuer and the investors party thereto, as more specifically reported on the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2015. |
(2) | The Note is convertible into shares of common stock either: (i) voluntarily, beginning 15 days prior to the December 31, 2017 maturity date of the Note (the "Maturity Date"), by the holder or (ii) automatically, if, prior to the Maturity Date, the Issuer consummates a Qualified Financing (as defined in the Note). |
(3) | The Maturity Date of the Note is December 31, 2017. |
(4) | The Note and related common stock warrant were issued in exchange for $100,000 in cash pursuant to the Agreement. |
(5) | The number of derivative securities beneficially owned does not include interest accrued at 5% per annum on the Note. |
(6) | The expiration date of the common stock warrant is the earlier of (i) December 31, 2020 and (ii) the date that is forty-five (45) days following the date on which the daily closing price of the Issuer's shares of common stock listed on the OTCQB Venture Marketplace (or other bulletin board or exchange on which the Issuer's common stock is traded or listed) exceeds $0.25 for at least ten (10) consecutive trading days. |
(7) | The Note and related common stock warrant are held in the Declaration of Trust of Robert J. Follman and Carole A. Follman dated August 14, 1979, of which Mr. Follman is a trustee. |