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) | D | |
Warrants | (1) | (1) | Common Stock | (1) | (1) | D | |
Convertible notes | (1) | (1) | Common Stock | (1) | (1) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Tal Amir David HAMAGAL 10/14 KIRYAT ONO, L3 5540205 |
Right to appoint directors |
/s/ Amir Tal | 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, Amir Tal 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) a $450,000 promissory note payable to Mr. Amir Tal; (iii) $212,555.43 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. Tal is not permitted to, at any time, to own more than 4.99% of the outstanding shares of common stock of the Company. |