| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
THERALINK TECHNOLOGIES, INC. [ THER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/29/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
| 10% O.I.D. Senior Secured Convertible Debenture | $0.003(1) | 11/29/2022 | J(2) | $309,485 | 11/29/2023(3) | 11/29/2023(3) | Common Stock | 103,161,667(4) | $0(2) | $309,485 | D | ||||
| 10% O.I.D. Senior Secured Convertible Debenture | $0.003(1) | 11/29/2022 | A | $55,000 | 11/29/2023(3) | 11/29/2023(3) | Common Stock | 18,333,333(4) | $50,000 | $55,000 | D | ||||
| 10% O.I.D. Senior Secured Convertible Debenture | $0.003(1) | 04/22/2023 | A | $155,100 | 11/29/2023(3) | 11/29/2023(3) | Common Stock | 51,700,000 | $141,000 | $155,100 | D | ||||
| Common Stock Purchase Warrant | $0.003(1) | 11/29/2022 | J(2) | 88,424,286 | 11/29/2023(3) | 05/29/2029(5) | Common Stock | 88,424,286 | $0(2) | 88,424,286 | D | ||||
| Common Stock Purchase Warrant | $0.003(1) | 11/29/2022 | A(6) | 15,714,286 | 11/29/2023(3) | 05/29/2029(5) | Common Stock | 15,714,286 | $0(6) | 15,714,286 | D | ||||
| Common Stock Purchase Warrant | $0.003(1) | 04/22/2023 | A(7) | 44,314,286 | 11/29/2023 | 05/29/2029 | Common Stock | 44,314,286 | $0(7) | 44,314,286 | D | ||||
| Explanation of Responses: |
| 1. Assumes a fixed conversion price of $0.003, but such conversion price is subject to adjustment as set forth in the debenture and warrant, respectively. |
| 2. The Reporting Person was issued a 10% Original Issue Discount ("O.I.D.") Senior Secured Convertible Debenture in the principal amount of $309,485 and 88,424,286 warrants in exchange for a demand promissory note in the principal amount of $250,000 previously issued to the Reporting Person. |
| 3. The debentures and warrants acquired by the Reporting Person are subject to mandatory conversion upon the occurrence of certain events, as outlined in the debentures and warrants. The original maturity date of the debentures was subsequently extended to February 29, 2024. |
| 4. Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock. |
| 5. Expiration Date in the event a Qualified Offering is not consummated prior to the maturity date of the debentures the Warrants are issued in connection with. |
| 6. The Reporting Person purchased a 10% O.I.D. Senior Secured Convertible Debenture in the principal amount of $55,000 and 15,714,286 Warrants for an aggregate purchase price of $50,000 in a private placement offering that closed on November 29, 2022. |
| 7. The Reporting Person purchased a 10% O.I.D. Senior Secured Convertible Debenture in the principal amount of $155,100 and 44,314,286 Warrants for an aggregate purchase price of $141,000 in a private placement offering that closed on April 22, 2023. |
| /s/ Jeffrey Busch | 02/02/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
