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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | $ 0.5 | (1) | 05/08/2018 | Common stock, $0.00001 par value | 77,600 | 77,600 | D | ||||||||
Warrants | $ 0.5 | (1) | 05/08/2018 | Common stock, $0.00001 par value | 150,000 | 227,600 | D | ||||||||
Common Stock Warrant (right to buy) | $ 0.5 | 10/31/2013 | P | $ 25,000 | 10/31/2013 | 10/01/2016 | Common Stock | 75,000 | $ 0 | 75,000 | D | ||||
10% Convertible Promissory Note | $ 0.5 (2) | 10/31/2013 | P | $ 25,000 | 10/31/2013(3) | 10/01/2015 | Common Stock | $ 25,000 (4) | $ 1 | $ 25,000 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Myrum Stanton Dean 7348 XENE LANE NORTH MAPLE GROVE, MN 55311 |
X | CEO |
/s/ Stanton Myrum | 11/01/2013 | |
**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) | The warrants will vest and become exercisable upon the first to occur of (a)first commercialization of the Issuer's products or (b)a change of control of the Issuer. |
(2) | Subject to adjustment based on a predefined formula set forth in the 10% Secured Convertible Note. |
(3) | On October 31, 2013, the reporting person purchased $25,000, 10% secured convertible promissory note from the issuer in a private placement. The promissory note matures on October 1, 2015, however, the holders have an optional conversion at any time prior to maturity at an exercise price predetermined by a formula set forth in the promissory note. |
(4) | The number of underlying common shares of the issuer will be determined at the time of conversion based on a predefined formula set forth in the promissory note. |