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| FORM 4 |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
| ( 1 )On February 26, 2019, in a private placement by the issuer, Essetifin S.p.A. ("Essetifin") entered into a Convertible Note and Warrant Purchase Agreement (the "Agreement"), pursuant to which it agreed to purchase an aggregate principal amount of $1,000,000 of convertible promissory notes of the issuer and warrants to acquire the issuer's common stock, in two $500,000 tranches. Each tranche consists of (i) a note in the principal amount of $500,000 and (ii) a warrant to purchase 3,125,000 shares of the issuer's common stock at an exercise price of $0.18 per share, issued in connection with the Agreement as partial consideration for the note. Essetifin purchased the first $500,000 tranche effective as of February 26, 2019 (such purchase consisting of the "February 2019 Note" and the "February 2019 Warrant").|
( 2 )The February 2019 Note and any accrued interest thereon are convertible at the option of the holder at any time prior to repayment of the February 2019 Note into the issuer's common stock at a conversion price of $0.12 per share. The February 2019 Note is payable upon the written demand of the holder thereof at any time after March 1, 2024 (the "Maturity Date"). Interest accrues on the unpaid principal amount at a rate equal to 5% per annum, but it is not due and payable until the written demand of the holder for payment on or after the Maturity Date. The current outstanding principal amount, if converted into common stock, would result in the issuance of 4,166,667 shares. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within two business days after conversion.
( 3 )The February 2019 Warrant is exercisable into up to 3,125,000 shares of the issuer's common stock and is exercisable, in whole or in part, at any time and from time to time, from August 26, 2019, the date that is sixth months after the date of purchase, through February 26, 2024, the fifth anniversary of such date.
( 4 )Dispositive power over the shares of the issuer's common stock owned by Essetifin is shared by Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza. Each of Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza disclaims beneficial ownership of all shares of Common Stock held by Essetifin except to the extent of any pecuniary interest therein.
( 5 )This amendment is being filed to reflect the inadvertent omission of additional shares into which each warrant is exercisable, which number was originally reported as 2,884,615.
Exhibit List: Exhibit 99.1 - Joint Filers' Signatures
|* 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).|