04/10/2025 | Press release | Distributed by Public on 04/10/2025 19:43
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Preferred | (1) | (1) | Common Stock | (1) | (1) | I | Koze Investments LLC is a company that may be deemed to be owned by Elliot Zemel |
Warrants | (1) | (1) | Common Stock | (1) | (1) | I | Koze Investments LLC is a company that may be deemed to be owned by Elliot Zemel |
Convertible notes | (1) | (1) | Common Stock | (1) | (1) | I | Koze Investments LLC is a company that may be deemed to be owned by Elliot Zemel |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zemel Elliot 904 MISSION STREET SOUTH PASADENA, CA 91030 |
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/s/ Elliot Zemel | 04/10/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Under the terms of the LTB transaction with the Issuer, Koze Investments LLC was issued: (i) 1,3612,481 warrants entitling the holder to purchase one share of common stock of the Company at $0.02 per share until November 22, 2028; (ii) $2,550,000 in promissory notes payable to Koze Investments (iii) $68,555.43 in convertible notes at an exercise price of the lowest 60 day share price before the period end; and (iv) 100,000 Class C preferred shares each convertible into 1,250 shares of common stock. Mr. Zemel is not permitted to, at any time, to own more than 4.99% of the outstanding shares of common stock of the Company. |