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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 | ||||||||
Warrant (Right to Buy) | $ 0.30 | 02/21/2020 | D | 1,000,000 | 09/30/2019 | 09/30/2024 | Common Stock | 1,000,000 | (3) | 0 | I | By LLC (1) | |||
Warrant (Right to Buy) | $ 0.18 | 02/21/2020 | A | 1,000,000 | 02/20/2020 | 02/25/2020 | Common Stock | 1,000,000 | (3) | 1,000,000 | I | By LLC (1) | |||
Warrant (Right to Buy) | $ 0.30 | 02/21/2020 | D | 819,672 | 12/23/2019 | 12/23/2024 | Common Stock | 819,672 | (3) | 0 | I | By LLC (1) | |||
Warrant (Right to Buy) | $ 0.18 | 02/21/2020 | A | 819,672 | 02/20/2020 | 02/25/2020 | Common Stock | 819,672 | (3) | 819,672 | I | By LLC (1) | |||
Warrant (Right to BuyO | $ 0.18 | 02/21/2020 | M | 1,819,672 | 02/20/2020 | 02/25/2020 | Common Stock | 1,819,672 | $ 0 | 0 | I | By LLC (1) | |||
Convertible Promissory Note | $ 0.50 | 04/01/2020 | M | 1,129,551 | 09/30/2019 | 04/01/2020 | Common Stock | 2,259,102 | (4) | 0 | I | By LLC (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Welch David F 1111 MAIN STREET, SUITE 660 VANCOUVER, WA 98660 |
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By Arian Colachis, Attorney-in-fact | 06/08/2020 | |
**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) | The reported securities of the Issuer are held by LRFA, LLC, a Delaware limited liability company ("LRFA"), wholly owned and managed by the reporting person. |
(2) | The reported securities of the Company are held by David Welch Tr Ua 03/02/2000 Welch Charitable Remainder Unitrust Agreement II (the "Trust"), for which Dr. Welch is a trustee. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein |
(3) | On February 20, 2020, as an inducement to exercise, the Issuer and LRFA agreed to amend two warrants held by LRFA (the "Warrants") to purchase a total of 1,819,672 shares of the Issuer's stock, par value $0.001 per share ("Common Stock"), pursuant to which the exercise price of the Warrants was reduced to 60% of the original exercise price. In connection with the amendment, the Issuer issued to LRFA an additional 181,967 shares of Common Stock. |
(4) | Converted amount includes accrued but unpaid interest through the date of the conversion. |