Filing Details

NAMES OF REPORTING PERSONS

Andrew Shape

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:

SOLE VOTING POWER

3,518,191

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

3,518,191

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,518,191

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

18.9%⁽¹⁾

TYPE OF REPORTING PERSON

IN

Amount beneficially owned:

On May 24, 2021, the Reporting Person, the Chief Executive Officer, President and a director of Issuer, bought 3,400,000 shares of common stock of the Issuer from Andrew Stranberg, Chairman, Secretary, Treasurer and a director of the Issuer, in a private transaction. The price per share was equal to $0.1985 per share, which was the calculated price of one share of the Issuer’s common stock as of December 31, 2020 determined through a valuation of the shares of common stock of the Issuer dated April 27, 2021. The shares were paid by the delivery of a secured promissory note to the seller. The note provides for 2% simple annual interest. Principal and accrued interest under the note must be repaid by the note’s third anniversary, or May 24, 2024. The note grants a security interest to the seller of the shares subject to full repayment of indebtedness under the note. The shares are also subject to a lockup provision providing that one-half of the purchased shares may not be sold until May 24, 2023; provided, however, that such restriction on transfer will expire at a rate of 1/48th of the shares subject to the restriction per month over such two-year period. The shares are also subject to a market standoff provision restricting transfers and other dispositions of the shares as reasonably requested by the Issuer and its underwriter until the date that is two years after its initial public offering, which occurred on November 8, 2021. The shares were also formerly subject to a repurchase right which lapsed upon the occurrence of the Issuer’s initial public offering on November 8, 2021. Subject to the above remaining restrictions, the Reporting Person may sell the shares at prevailing market prices so long as such portion of the sale proceeds as is required under the promissory note to repay the note is so used to repay the note. 

On November 12, 2021, the Reporting Person was granted an option to purchase 323,810 shares of common stock. The option has an exercise price of $4.15 per share and a term of ten years. The option is subject to vesting over a four-year period with 25% of the option vesting on the first anniversary of the date of grant and the balance of the option (75%) vesting monthly over the following three years after the first anniversary of the date of grant at a rate of 1/36 per month. The option may be exercised to purchase 101,191 shares within 60 days of December 31, 2022.

On May 20, 2022, December 12, 2022, and December 13, 2022, the Reporting Person purchased 15,000 shares of common stock at $1.7584 per share, 1,858.7361 shares of common stock at $1.345 per share, and 141.2639 shares of common stock at $1.3892 per share, respectively, in open market purchases.

Percent of class:

The shares of common stock represent approximately 18.9% of the Issuer’s outstanding common stock based on a total of 18,541,188 shares of common stock outstanding as of December 31, 2022.