UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | 03/31/2021 | 03/31/2031 | Common Stock | 49,462 (1) | $ 5.74 | D | |
Stock Option (Right to Buy) | (2) | 03/31/2031 | Common Stock | 37,852 | $ 5.74 | D | |
Stock Option (Right to Buy) | (3) | 03/31/2031 | Common Stock | 9,756 | $ 5.74 | D | |
Stock Option (Right to Buy) | (4) | 03/31/2031 | Common Stock | 9,756 | $ 5.74 | D | |
Stock Option (Right to Buy) | (5) | 03/31/2026 | Common Stock | 48,780 | $ 6.31 | D | |
Stock Option (Right to Buy) | (6) | 03/31/2026 | Common Stock | 10,927 | $ 6.31 | D | |
Series 1d Preferred Stock | (7) | (7) | Common Stock | 120,481 (7) | $ (7) | I | By Allison Taylor Proehl 2020 Irrevocable Trust (12) |
Series 1d Preferred Stock | (7) | (7) | Common Stock | 60,240 (7) | $ (7) | I | By Meghan Proehl Wilder 2020 Irrevocable Trust (12) |
Series 1d Preferred Stock | (7) | (7) | Common Stock | 241,325 (7) | $ (7) | I | By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020 (12) |
Series 1d Preferred Stock | (7) | (7) | Common Stock | 2,436,657 (7) | $ (7) | I | By Proehl Investment Ventures LLC (13) |
Series 1a Preferred Stock | (8) | (8) | Common Stock | 2,295,000 (8) | $ (8) | I | By Proehl Investment Ventures LLC (13) |
Series 1b Preferred Stock | (9) | (9) | Common Stock | 3,722,500 (9) | $ (9) | I | By Proehl Investment Ventures LLC (13) |
Series 1c Preferred Stock | (10) | (10) | Common Stock | 25,582,050 (10) | $ (10) | I | By Proehl Investment Ventures LLC (13) |
Series 1 Preferred Stock | (11) | (11) | Common Stock | 1,755,622 (11) | $ (11) | I | By Proehl Investment Ventures LLC (13) |
Series 1a Warrants | 11/15/2016 | 03/14/2026 | Common Stock | 573,750 (12) | $ (12) | I | By Proehl Investment Ventures LLC (13) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PROEHL GERALD T 3525 DEL MAR HEIGHTS RD., #332 SAN DIEGO, CA 92130 |
X | Pres., CEO and Chairman |
/s/ Gerald T. Proehl | 08/12/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Shares reported reflect the 1 for 20.5 stock split effected July 1, 2021 (the "Stock Split"). |
(2) | Options vest in 48 equal monthly installments commencing December 11, 2019. Shares reported reflect the Stock Split. |
(3) | Options vest in 48 equal monthly installments commencing December 19, 2018. Shares reported reflect the Stock Split. |
(4) | Options vest in 48 equal monthly installments commencing January 1, 2018. Shares reported reflect the Stock Split. |
(5) | Options vest in 48 equal monthly installments commencing January 1, 2021. Shares reported reflect the Stock Split. |
(6) | Options vest in 35 equal monthly installments commencing January 11, 2021. Shares reported reflect the Stock Split. |
(7) | The Series 1d Preferred Stock is convertible into shares of Common Stock at a conversion ratio equal to 80% of the offering price in connection with the Issuer's initial public offering ("IPO"). All shares of Series 1d Preferred Stock will be converted into 361,147 Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
(8) | The Series 1a Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1a Preferred Stock will be converted into 111,951 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
(9) | The Series 1b Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1b Preferred Stock will be converted into 181,585 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
(10) | The Series 1c Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1c Preferred Stock will be converted into 1,247,904 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
(11) | The Series 1 Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1 Preferred Stock will be converted into 85,640 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split. |
(12) | The Series 1a Preferred Warrants are convertible into warrants to purchase Common Stock in connection with the Issuer's IPO. All Series 1a Preferred Warrants will be converted into warrants exercisable at $20.50 per share, to purchase up to 27,987 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio and exercise price reflect the Stock Split. |
(13) | Reporting person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Remarks: Exhibit 24- Power of Attorney |