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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Feitelson Jerald S. 2790 SKYPARK DRIVE SUITE 105 TORRANCE, CA 90505 |
VP, Chief Scientific Officer |
/s/ Jerald S. Feitelson | 05/05/2021 | |
**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 reporting person acquired 209225 shares of issuer common stock in exchange for 100 percent of the reporting persons interest in Agribody Technologies Inc. pursuant to ATI's merger into a wholly owned subsidiary of the issuer. The merger agreement, which was entered into on April 15, 2021, placed a value on the issuer's common stock of 6.02028 a share, the volume-weighted average price over April 8, 9, 12, 13, and 14. Of the 209,225 shares issued to the reporting person in the merger, 20,920 shares are currently being held in escrow and are subject to forfeiture following the merger to satisfy claims arising as a result of ATIs breach of its representations and warranties or covenants in the merger agreement. Half of the escrowed shares are eligible for release to the reporting person six months after the merger, and the other half of the escrowed shares are eligible for release twelve months following the merger. |