|
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 |
|
|
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Unsecured Promissory Note | $ 1.31 | 01/08/2024 | C(1) | $ 1,375,529 | 11/25/2019 | (3) | Common Stock | 1,050,022 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Simplot Taiwan Inc. 1099 WEST FRONT STREET BOISE, ID 83702 |
X | |||
| /s/ Scott R. Simplot, Director | 01/10/2024 | |
| **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) | These shares were issued pursuant to the conversion of a Convertible Unsecured Promissory Note assigned to Simplot Taiwan Inc., an Idaho corporation (the "Reporting Person"), on February 20, 2020 by its sole owner, J.R. Simplot Company, a Nevada corporation ("JRS"), in the original principal amount of $1,500,00 (the "Note") for no consideration. The Note is convertible into Common Stock of the Issuer at any time at a conversion price of $1.31. On January 8, 2024 (the "Effective Date"), the Reporting Person converted an aggregate amount of $1,375,529 under the Note, which amount represents $1,200,000 of principal and $175,529 of interest, into 1,050,022 shares of Common Stock of the Issuer. |
| (2) | On the Effective Date, the Reporting Person received 305,343 shares of Common Stock of the Issuer as a payment of interest pursuant to a Loan Agreement between the Issuer and JRS dated January 8, 2019, as amended on January 16, 2021, January 14, 2022, January 13, 2023 and January 7, 2024, and assigned by JRS to the Reporting Person. |
| (3) | The Note has no expiration date. As a result of the transaction reported herein, all amounts due and payable under the Note have been satisfied in full. |