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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 | ||||||||
Amended and Restated 6% Convertible Secured Promissory Note | $ 0.30 | 12/30/2013 | P(1) | $ 200,000 (2) | 12/30/2013 | 09/30/2016 | Common Stock | $ 200,000 (2) | $ 200,000 | $ 200,000 (2) | D | ||||
Amended and Restated Common Stock Warrant (right to buy) | $ 0.80 | 12/30/2013 | P(3) | 570,000 | 12/30/2013 | 09/30/2023 | Common Stock | 570,000 | (4) | 570,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WILBER RICK 10360 KESTREL STREET PLANTATION, FL 33324 |
X |
Rick Wilber | 01/02/2014 | |
**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) | This Note amends and restates in its entirety the Convertible Promissory Note issued by the Issuer to Mr. Wilber on September 30, 2013, in the original principal amount of $100,000. |
(2) | The Restated Note bears interest at an annual rate equal to 6% per annum, and is convertible at the option of Mr. Wilber. The number of shares of common stock to be issued upon the exercise of the Restated Note is equal to the quotient obtained by dividing (a) the aggregate outstanding principal and interest on the Restated Note by (b) $0.30, subject to certain limitations and adjustments set forth under the Restated Note. |
(3) | This Warrant amends and restates in its entirety the Warrant to purchase 285,000 shares of Common Stock issued by the Issuer to Mr. Wilber on September 30, 2013. |
(4) | On December 30, 2013, Mr. Wilber entered into an Amended and Restated Convertible Secured Note and Warrant Purchase Agreement pursuant to which Mr. Wilber purchased from the Issuer, for aggregate consideration of $200,000, the Restated Note in the principal amount of $200,000 and the Restated Warrant to acquire 570,000 shares of common stock at an exercise price of $0.80 per share. The Restated Warrant may be exercised at the option of Mr. Wilber for cash or on a cashless basis until September 30, 2023. |