01/14/2025 | Press release | Distributed by Public on 01/14/2025 19:27
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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 | ||||||||
Convertible Promissory Note | $1.31 | 08/02/2024 | C | $25,000 | (2) | 10/31/2024 | Common Stock | 23,371 | $ 0 | 0 | D | ||||
Convertible Promissory Note | $2 | 08/02/2024 | C | $1,150,000 | (3) | 10/31/2024 | Common Stock | 633,980 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $50,000 | (4) | 10/31/2024 | Common Stock | 27,486 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $500,000 | (5) | 10/31/2024 | Common Stock | 270,465 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $100,000 | (6) | 10/31/2024 | Common Stock | 53,468 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $250,000 | (7) | 10/31/2024 | Common Stock | 131,472 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $150,000 | (8) | 10/31/2024 | Common Stock | 78,710 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $170,000 | (9) | 10/31/2024 | Common Stock | 88,940 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $350,000 | (10) | 10/31/2024 | Common Stock | 179,027 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $100,000 | (11) | 10/31/2024 | Common Stock | 51,035 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $350,000 | (12) | 10/31/2024 | Common Stock | 178,135 | $ 0 | 0 | I | See Footnote(1) | |||
Convertible Promissory Note | $2 | 08/02/2024 | C | $100,000 | (13) | 10/31/2024 | Common Stock | 50,838 | $ 0 | 0 | I | See Footnote(1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Auerbach Shalom 15 ATLANTIC AVENUE SUITE M2 LYNBROOK, NY 11563 |
X | |||
Einodmil LLC 396 OAKLAND AVENUE CEDARHURST, NY 11516 |
X |
/s/ Shalom Auerbach | 01/14/2025 |
**Signature of Reporting Person | Date |
/s/ Shalom Auerbach, Principal of Einodmil LLC | 01/14/2025 |
**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 shares of common stock, par value $0.001 per share (the "Common Stock"), of the Issuer are held directly by Einodmil LLC ("Einodmil"). Mr. Auerbach serves as the Principal of Einodmil and exercises voting and dispositive power over the shares held by Einodmil. Mr. Auerbach disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |
(2) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Mr. Auerbach in the principal amount of $25,000 at a conversion price of $1.31 per share. |
(3) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $1,150,000 at a conversion price of $2.00 per share. |
(4) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $50,000 at a conversion price of $2.00 per share. |
(5) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $500,000 at a conversion price of $2.00 per share. |
(6) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $100,000 at a conversion price of $2.00 per share. |
(7) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $250,000 at a conversion price of $2.00 per share. |
(8) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $150,000 at a conversion price of $2.00 per share. |
(9) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $170,000 at a conversion price of $2.00 per share. |
(10) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $350,000 at a conversion price of $2.00 per share. |
(11) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $100,000 at a conversion price of $2.00 per share. |
(12) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $350,000 at a conversion price of $2.00 per share. |
(13) | The shares of Common Stock of the Issuer were issued upon the automatic conversion, which occurred upon the consummation of the Issuer's initial public offering on August 2, 2024, of a convertible promissory note held by Einodmil in the principal amount of $100,000 at a conversion price of $2.00 per share. |