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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
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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 | |
| Merrill Judd 5370 KIETZKE LN SUITE 201 RENO, NV 89511 |
Chief Financial Officer | |||
| /s/ Judd Merrill | 12/14/2023 | |
| **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) | Represents 625,624 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable. The RSUs will vest and be settled in six equal semi-annual installments over a three year period, subject to the Reporting Person's continuation of service with the Company. These RSUs have been granted under the Company's 2023 Long Term Incentive Program as non-cash stock awards. Each RSU shall entitle its holder to receive one Common Stock of the issuer. |
| (2) | Represents 100,000 shares underlying RSUs that are not yet vested and deliverable. Each RSU entitles the reporting person to receive one common stock of the Company upon vesting of the RSU. The RSUs will vest and settle based on the Company's achieving at least $8 million of revenue in fiscal 2024, with at least $5 million of production related revenue, as follows: 50,000 RSUs will vest and settle if the Company achieves at least $8 million of revenue in 2024; 100,000 RSUs will vest and settle if the Company achieves at least $10 million of revenue in 2024; and 150,000 RSUs will vest and settle if the Company achieves at least $15 million of revenue in 2024.. The RSUs have been granted under the 2019 Stock and will expire, if not vested and settled, upon the completion of the audit of the Company's financial statements for the year ended December 31, 2024. |
| (3) | Represents 50,000 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable. Each RSU entitles the reporting person to receive one common stock of the Company upon vesting of the RSU. The RSUs will vest and settle based on the Company's common stock achieving absolute price hurdles based on a 5-day VWAP at any time over the three years from the date of grant, as follows: 25,000 RSUs will vest and settle upon achieving $2.50 per share; 12,500 RSUs will vest and settle upon achieving $4.00 per share; and 12,500 RSUs will vest and settle upon achieving $5,00 per share. The RSUs have been granted under the Company's 2019 Stock Incentive Plan ("2019 Plan") and will expire on the third anniversary of the date of grant. |
| (4) | Includes 1,330,286 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable. |
| (5) | Includes 1,430,286 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable. |
| (6) | Includes 1,480,286 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable. |