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) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
SERIES A CONVERTIBLE PREFERRED STOCK
|
Â
(2)
|
Â
(2)
|
COMMON STOCK
|
13,334
|
$
0.75
|
D
|
Â
|
SERIES A COMMON STOCK PURCHASE WARRANTS
|
Â
(3)
|
Â
(3)
|
COMMON STOCK
|
13,334
|
$
1.5
|
D
|
Â
|
SERIES B COMMON STOCK PURCHASE WARRANTS
|
Â
(4)
|
Â
(4)
|
COMMON STOCK
|
6,667
|
$
2.25
|
D
|
Â
|
* |
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) |
Includes (a) 342,500 shares of common stock owned indirectly through Daedalus Consulting, Inc., and (b) 190,100 common shares indirectly owned by nature of Mr. Beyer's indirect ownership of Apogee Financial Investments, Inc. Mr. Beyer disclaims beneficial ownership of securities owned by Daedalus Consulting, Inc. and Apogee Financial Investments, Inc., except to the extent of his pecuniary interest therein, and the inclusion of these shares in this Filing shall not be deemed an admission of beneficial ownership of all of the reported shares or for any other purpose. |
(2) |
The reporting person beneficially owns 1,000 shares of Series A Convertible Preferred Stock. Each share of Series A Preferred Stock, together with any accrued and unpaid dividends, is convertible into 13 and 1/3 shares of Common Stock at the option of the holder at any time after the earlier of (1) the date on which the United States Securities and Exchange Commission declares effective the Company's registration statement registering the Series A Preferred Stock for resale, or (2) the date that the holder of the Series A Convertible Preferred Stock has satisfied the minimum one (1) year holding requirements set forth in Rule 144(d) promulgated by the United States Securities and Exchange Commission under the Securities Act, as amended. There is no expiration date for Series A Preferred Stock. |
(3) |
A Series A warrant is exercisable, in whole or in part, at any time after the earlier of (a) the date a registration statement covering such Series A warrants and underlying common stock is declared effective, or (b) twelve (12) months from the date of grant ("Initial Exercise Date") and before the close of business on the date five (5) years from the Initial Exercise Date. |
(4) |
A Series B warrant is exercisable, in whole or in part, at any time after the earlier of (a) the date a registration statement covering such Series B warrants and underlying warrant shares is declared effective, or (b) twelve (12) months from the date of grant ("Initial Exercise Date") and before the close of business on the date seven (7) years from the Initial Exercise Date. |