09/05/2025 | Press release | Distributed by Public on 09/05/2025 14:17
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 | ||||||||
Warrants | $0.25 | 08/29-05:00/2025 | P(3) | 166,667 | 08/29-05:00/2025 | 08/29-05:00/2029 | Common Stock | 166,667 | (3) | 191,667 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Imhoff John E 5853 PEACHTREE CORNERS EAST SUITE B PEACHTREE CORNERS, GA 30092 |
X | X |
/s/ John E. Imhoff | 09/04-05:00/2025 | |
**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) | These shares were issued for payment of accrued dividends on the reporting individual's Series E preferred stock, at a conversion price of $0.2298. |
(2) | On August 21, 2025, Mr. Imhoff converted 300 shares of Series E preferred stock into 1,200,000 shares of common stock. The Series E preferred stock had a stated value of $1,000 and $0.25 conversion price. |
(3) | On August 29, 2025, the Company entered into a Securities Purchase Agreement with Dr. Imhoff, pursuant to which the Company agreed to sell, for a total price of $30,000, 166,667 units, each unit consisting of one share of common stock and one warrant to purchase up to 166,667 shares of common stock (the "August Warrants"). The August Warrants were immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.25 per share. |