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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 | |
| Nant Capital, LLC 450 DULEY ROAD EL SEGUNDO, CA 90245 |
X | |||
| SOON-SHIONG PATRICK C/O NANT CAPITAL LLC 450 DULEY ROAD EL SEGUNDO, CA 90245 |
X | |||
| Cambridge Equities, LP 450 DULEY ROAD EL SEGUNDO, CA 90245 |
X | |||
| MP 13 Ventures, LLC 450 DULEY ROAD EL SEGUNDO, CA 90245 |
X | |||
| /s/ Charles Kenworthy, Manager of MP13 Ventures, on behalf of itself and as General Partner of Cambridge Equities | 02/20/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Charles Kenworthy, Manager, Nant Capital LLC | 02/20/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Patrick Soon-Shiong | 02/20/2024 | |
| **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) | Common Stock of the Issuer acquired by Cambridge Equities, LP ("Cambridge Equities") in a private transaction pursuant to a Stock Transfer Agreement. |
| (2) | The purchase price was calculated based on the OTCQX Best Market volume weighted average closing price of the Issuer's common stock, as reported by OTC Markets Group Inc. during the ten (10) trading day period ending on the trading day prior to the date of sale. |
| (3) | Transaction previously reported on Form 3 jointly filed by Cambridge Equities and MP13 Ventures, LLC ("MP 13 Ventures"). |
| (4) | Shares owned by Cambridge Equities, who is a member of a "group" with Nant Capital, LLC ("Nant Capital") and Dr. Patrick Soon-Shiong for purposes of Section 13(d) of the Exchange Act. MP13 Ventures is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the shares held by Cambridge Equities and Dr. Patrick Soon-Shiong is the sole member of MP13 Ventures. As a result, MP13 Ventures and Dr. Soon-Shiong may be deemed to beneficially own, and share with Cambridge Equities the power to vote and direct the vote, and the power to dispose or direct the disposition of, the shares owned by Cambridge Equities. |
| (5) | The reporting owners disclaims beneficial ownership over the shares owned, except to the extent of their pecuniary interest. |
| (6) | These shares are owned by Nant Capital, who is a member of a "group" with Cambridge Equities and Dr. Patrick Soon-Shiong for purposes of Section 13(d) of the Exchange Act. Dr. Soon-Shiong is the sole member of Nant Capital and thus may be deemed to beneficially own, and share with Nant Capital the power to vote and direct the vote, and the power to dispose or direct the disposition of, the shares owned by Nant Capital. |
| (7) | These shares are solely owned by Dr. Patrick Soon-Shiong, who is a member of a "group" with Nant Capital and Cambridge Equities for purposes of Section 13(d) of the Exchange Act. |