UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant | 07/26/2017 | 01/26/2022 | Common Stock | 3,150,000 (2) | $ 1.35 (3) | D (1) | Â |
Note Interest Conversion Shares | 01/26/2017 | 07/25/2018 | Common Stock | (4) | $ 2 | D (1) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jackson Richard Lee 2655 NORTHWINDS PARKWAY ALPHARETTA,, GA 30009 |
 |  X |  |  |
Jackson Investment Group, LLC 2655 NORTHWINDS PARKWAY ALPHARETTA,, GA 30009 |
 |  X |  |  |
/s/ Jackson Investment Group, LLC, by Richard L. Jackson, Manager and CEO | 02/06/2017 | |
**Signature of Reporting Person | Date | |
/s/ Richard L. Jackson | 02/06/2017 | |
**Signature of Reporting Person | Date |
* | 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) | Richard L. Jackson, the sole manager and controlling owner of Jackson Investment Group, LLC ("JIG LLC"), may be deemed the indirect beneficial owner, but he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(2) | Maximum amount of shares issuable under the Warrant, subject to adjustment upon any reverse stock split, reclassification or stock split. |
(3) | The Exercise Price is subject to anti-dilution protection, including protection in circumstances where Common Stock is issued pursuant to the terms of certain existing convertible securities, provided that the exercise price shall not be adjusted below a price that is less than the consolidated closing bid price of the Common Stock as reported by the NASDAQ Stock Market on the business day immediately prior to the date of issuance. |
(4) | JIG LLC may convert up to 50% of the accrued interest on a Note, dated January 25, 2017, between JIG LLC and the Issuer, into shares of Common Stock, at the sole election of the Purchaser at any time prior to maturity. |