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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 | ||||||||
Warrants (right to buy) | $ 0.001 | 04/17/2020 | P | 41,024 (4) | 07/11/2020 | 04/14/2025 | Common Stock | 41,024 (4) | $ 0 | 41,024 (4) | I | By LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lalo Eyal 6740 SHADY OAK ROAD MINNEAPOLIS, MN 55344 |
X |
/s/ Jonathan R. Zimmerman, Attorney-in-Fact | 07/15/2020 | |
**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) | Consists of: (i) 244,798 shares of Common Stock purchased in the first tranche pursuant to the Common Stock and Warrant Purchase Agreement, dated April 14, 2020, by and between the Issuer and the Purchasers listed therein (the "Purchase Agreement"), which closed on April 17, 2020; (ii) 122,399 shares of Common Stock purchased in the second tranche pursuant to the Purchase Agreement, which closed on May 23, 2020; (iii) 122,399 shares of Common Stock purchased in the third tranche pursuant to the Purchase Agreement, which closed on June 13, 2020; and (iv) 203,774 shares of Common Stock purchased in the fourth tranche pursuant to the Purchase Agreement, which closed on July 11, 2020 (where the 19.999% blocker limitation set forth in the Purchase Agreement was implicated and 41,024 blocker warrants were issued in lieu of shares of Common Stock which became immediately exercisable with an exercise price of $0.001). |
(2) | The reporting person's Form 4 filed on April 21, 2020 understated shares purchased by 2,300 shares due to information then available on the future tranche closings. |
(3) | After taking into account the 1-for-10 reverse stock split effective December 11, 2019. |
(4) | The reporting person's Form 4 filed on April 21, 2020 overstated the blocker warrants issued by 2,300 blocker warrants due to information then available on the future tranche closings. |