|
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | $ 0.5 (1) | 01/08/2019 | P | 500,000 | 01/08/2019 | 10/08/2019 | Common Stock | 1,000,000 (2) | (3) | 500,000 | I | See Footnote (4) | |||
| Warrants | $ 0.3 (1) | 01/08/2019 | P | 500,000 | 01/08/2019 | 01/08/2024 | Common Stock | 500,000 | (3) | 500,000 | I | See Footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Klump Michael A 1111 MAIN STREET, SUITE 660 VANCOUVER, WA 98660 |
X | |||
| /s/ Michael D. Mulholland, as attorney-in-fact | 01/10/2019 | |
| **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) | Subject to adjustment in the event of certain stock split or reverse stock split recapitalizations. |
| (2) | Does not include additional shares issuable upon conversion of accrued interest. |
| (3) | As part of a private offering to accredited investors, the reporting person purchased from the issuer for a combined price of $500,000 (i) a $500,000 convertible promissory note, bearing interest at 10.0% annually, which is convertible into shares of the issuer's common stock at an initial conversion price of $0.50 per share and matures on October 8, 2019, and (ii) a warrant covering 50% of the number of shares underlying the convertible promissory note with an exercise price of $0.30 per share and an expiration date of January 8, 2024. |
| (4) | The reported securities are held by Argonne Trading LLC, a Georgia limited liability company ("Argonne Trading"). Argonne Capital Group LLC, a Georgia limited liability company ("Argonne Capital"), is the sole member of Argonne Trading. Michael A. Klump is Manager, President and Chief Executive Officer of Argonne Capital. Mr. Klump disclaims beneficial ownership of the securities held by Argonne Trading, except to the extent of his pecuniary interest therein. |