| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/26/2021 | 3. Issuer Name and Ticker or Trading Symbol FCCC INC [ FCIC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 380,000 | D | |
| Common Stock | 456,000(1) | I | See footnote(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Subscription Agreement(2) | (2) | 07/25/2021 | Common Stock | 695,652 | 0.23 | D | |
| Option to Purchase Convertible Promissory Note(3) | (3) | 07/25/2021 | Common Stock | 290,458(3) | 0.23 | D | |
| Explanation of Responses: |
| 1. American Public Investment Co. ("API") is a direct beneficial owner of 1,520,000 shares of the Issuer's common stock. Mr. He is an officer, director and a thirty percent (30%) shareholder of API. Mr. He disclaims beneficial ownership of any securities beneficially owned by API, except to the extent of his pecuniary interest therein. |
| 2. On April 26, 2021, the Issuer entered into a Subscription Agreement (the "Subscription Agreement") with Mr. He to issue and sell 695,652 shares (the "Shares") of the Issuer's common stock to Mr. He for a price of $159,999.96, or $0.23 per share (the "Private Placement"). Pursuant to the terms of the Subscription Agreement, the sale of the Shares will take place, at the election of Mr. He, on or before July 25, 2021. |
| 3. On April 26, 2021, Mr. He entered into an Note Purchase Option Agreement (the "Option Agreement") with Mr. Frederick L. Farrar, whereby Mr. Farrar granted to Mr. He a 90-day option to acquire a convertible promissory note, dated September 21, 2020, in the aggregate principal amount of $65,000.00, dated September 21, 2020, previously issued by the Issuer to Mr. Farrar (the "Note"), for a purchase price equal to the then outstanding principal and accrued and unpaid interest on the Note. The Note accrues interest at 5.0% per annum and is scheduled to mature and become payable on October 31, 2022. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note into shares of the Company's common stock at a conversion price of $0.23 per share. The current outstanding principal and accrued and unpaid interest of the Note, if converted into common stock, would result in the issuance of 290,458 shares upon the conversion of the Note. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within two business days after conversion. The Option Agreement expires on July 25, 2021. |
| Remarks: |
| /s/ Huijun He | 05/03/2021 | |
| ** 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 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). | ||
| 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. | ||
