06/11/2025 | Press release | Distributed by Public on 06/11/2025 18:44
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 | ||||||||
Series F Convertible Preferred Stock | $0.06 | 06/09/2025 | J(1) | 100 | 11/22/2017 | (2) | Common Stock | 1,666,667 | (1) | 0 | D | ||||
Series F-1 Convertible Preferred Stock | $0.06 | 06/09/2025 | J(1) | 100 | 06/09/2025 | (2) | Common Stock | 1,666,667(3) | (1) | 100 | D | ||||
Series F-1 Convertible Preferred Stock | $0.06 | 06/09/2025 | C | 66 | 06/09/2025 | (2) | Common Stock | 1,100,022 | (3) | 34 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ERB JOHN L 12988 VALLEY VIEW ROAD EDEN PRAIRIE, MN 55344 |
X | X | CEO and President |
/s/ Phillip D. Torrence, by Power of Attorney | 06/11/2025 | |
**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 June 9, 2025, the Issuer entered into a Securities Exchange Agreement with the Reporting Person, pursuant to which the Issuer agreed to issue 100 shares of its newly designated Series F-1 Convertible Preferred Stock ("F-1 Stock") in exchange for 100 shares of its outstanding Series F Convertible Preferred Stock ("F Stock"). Each share of F-1 Stock and F Stock has a stated value of $1,000. |
(2) | The preferred stock has no expiration date. |
(3) | The Reporting Person's shares of Series F-1 Convertible Preferred Stock are convertible into shares of common stock, par value $0.0001 per share, subject to a 19.99% beneficial ownership limitation. |