04/08/2025 | Press release | Distributed by Public on 04/08/2025 10:11
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 | $0.13 | 03/18-05:00/2025 | P(1) | 150,000 | 03/18-05:00/2025 | 03/17-05:00/2029 | Common Stock | 150,000 | (1) | 150,000 | D | ||||
Warrants | $0.13 | 03/18-05:00/2025 | P(2) | 262,945 | 03/18-05:00/2025 | 03/17-05:00/2029 | Common Stock | 262,945 | (2) | 412,945 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JAMES MICHAEL C 5835 PEACHTREE CORNERS EAST SUITE B PEACHTREE CORNERS, GA 30092 |
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/s/ Michael C. James | 04/08-05:00/2025 | |
**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) | On March 18, 2025, the Company entered into a Securities Purchase Agreement (the "March Purchase Agreement") with Mr. James, pursuant to which the Company agreed to sell, for a total price of $15,000, an aggregate of 150,000 units, each unit consisting of one share of common stock and one warrant to purchase up to 150,000 shares of common stock (the "March Warrants"). The March Warrants were immediately exercisable upon issuance, expire four years following the issuance date and have an exercise price of $0.13 per share. |
(2) | In connection with the March Purchase Agreement, the Company entered into an exchange agreement with Mr. James, whereby Mr. James agreed to exchange a $25,000 note payable and accrued interest of $1,295 for 262,945 units as described above. |