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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 | ||||||||
Common Stock Warrants | $ 4.25 | 05/18/2022 | J(1) | 23,530 | 05/18/2022 | 05/18/2027 | Common Stock | 23,530 | $ 0.125 | 23,350 | D | ||||
Restricted Stock Units | $ 0 | 01/11/2022 | A | 16,667 (2) | (3) | (4) | Common Stock | 16,667 | (5) | 16,667 | D | ||||
Stock Options | $ 8.25 (2) | 01/11/2022 | A | 66,667 (2) | (6) | 01/11/2027 | Common Stock | 66,667 | (5) | 66,667 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wenzel Gerard 6400 SOUTH FIDDLERS GREEN CIRCLE SUITE 525 GREENWOOD VILLAGE, CO 80111 |
CFO |
/s/ Gerard Wenzel | 06/13/2022 | |
**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) | Mr. Wenzel acquired 11,765 Units for $50,000 in the Issuer's recent $10 million firm underwritten public offering, with each Unit consisting of one share of the Issuer's common stock and two warrants, each to purchase one share of the Issuer's common stock at $4.25. The price per Unit was $4.25, with $4.00 of the Unit price attributed to the share of common stock and $0.125 of the Unit price attributed to each warrant. |
(2) | Adjusted for 1-for-3 reverse stock split of Issuer's common stock effected April 28, 2022. |
(3) | The RSUs vest on the earlier to occur of 180 days after the Company uplists to Nasdaq or January 1, 2023. |
(4) | The RSUs don't have an expiration date, but will terminate if Mr. Wenzel is not in continuing service with the Issuer at the time of vesting. |
(5) | Issued to Mr. Wenzel under the terms of his Employment Agreement with the Issuer. |
(6) | The stock options vest as to 8,334 shares each quarter after the grant date for eight (8) equal quarterly installments so long as Mr. Wenzel is in continuous service with the Issuer. |