SEC Form 3
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) 11/30/2020 | 3. Issuer Name and Ticker or Trading Symbol Mosaic ImmunoEngineering Inc. [ PTSCD ] | |||||||||||||
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) |
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 | ||||
Series B Convertible Voting Preferred Stock | (1)(2)(3) | (1)(2)(3) | Common Stock | 401,392,950(3) | (1)(2)(3) | D |
Explanation of Responses: |
1. On August 19, 2020, Mosaic ImmunoEngineering Inc. (f/k/a Patriot Scientific Corporation) (the "Issuer") entered into a stock purchase agreement (the "Stock Purchase Agreement") among PTSC Sub One Inc., Mosaic ImmunoEngineering Inc., and certain stockholders of Mosaic ImmunoEngineering Inc. set for therein (including Case Western Reserve University) pursuant to which, among other things, Case Western Reserve University was issued 70,000 shares of Series B Convertible Voting Preferred Stock in a private placement in connection with the sale of all of the securities of Mosaic ImmunoEngineering Inc. |
2. (Continued from Footnote 1) Such Series B Convertible Voting Preferred Stock could only be converted to Common Stock of the Issuer following the earlier of (A) the adoption of an amended and restated certificate of incorporation of the Issuer, which provides for, among other things, a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series B Convertible Voting Preferred Stock or (B) the occurrence of a liquidation event as defined in the Certificate of Designation of Rights, Preferences and Limitations of the Series B Convertible Voting Preferred Stock. |
3. Each share of the Series B Convertible Voting Preferred Stock shall (a) convert into 5,734.185 shares of common stock of the Issuer, (b) possess full voting rights, on an as-converted basis, as the common stock of the Issuer, (c) have no dividend rate, and (d) shall possess certain anti-dilution protections. |
Remarks: |
/s/ John F. Sideras, Senior Vice President and CFO | 12/08/2020 | |
** 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. |