Filing Details

NAMES OF REPORTING PERSONS

Andrew Stranberg

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

5,268,000

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

5,268,000

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,268,000

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

28.2%⁽¹⁾

TYPE OF REPORTING PERSON

IN

On May 24, 2021, the Reporting Person, the Executive Chairman, Treasurer, and Secretary and a director of the Issuer, was the sole stockholder of the Issuer, holding a total of 10,000,000 shares of common stock of the Issuer that were issued to the Reporting Person for nominal consideration in connection with the founding of the Issuer on May 19, 2021 and reincorporation of the Issuer on May 24, 2021.  On May 24, 2021, the Reporting Person transferred 3,400,000 shares of common stock to Andrew Shape, the Chief Executive Officer and President and a director of the Issuer, and 800,000 shares of common stock to Randolph Birney, the Executive Vice President of the Issuer, pursuant to stock purchase agreements dated as of May 24, 2021. The price per share was equal to $0.1985 per share, which was the calculated price of a share of common stock of the Issuer 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 to the Reporting Person of secured promissory notes effective as of May 24, 2021. Each of the promissory notes 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. Each note grants a security interest to the Reporting Person in the transferred shares as to the repayment obligations 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 buyers may sell the shares subject to the security interest 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. The Reporting Person does not have voting or investment power over the transferred shares.

On May 24, 2021, the Reporting Person also sold 700,000 shares of common stock of the Issuer to a third buyer pursuant to a stock purchase agreement dated as of May 24, 2021. In connection with this agreement, the buyer executed an irrevocable proxy providing that the Reporting Person may vote and exercise all voting and related rights with respect to the shares. The irrevocable proxy’s terms provided that it would automatically terminate with respect to any shares that the buyer sold in a transaction or series of transactions on any national securities exchange or other trading market on which the shares then trade. On or around November 16, 2021, an order to transfer 200,000 of the shares by the buyer in a private sale to another holder was approved by the Reporting Person, the Issuer and the representative of the underwriters of the initial public offering of the Issuer, and was processed by the Issuer’s transfer agent notwithstanding that such shares were not sold on a national securities exchange. On or around May 19, 2022, an order to transfer 500,000 of the shares by the buyer was processed by the Issuer’s transfer agent.

On November 12, 2021, the Reporting Person was granted an option to purchase 400,000 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 125,000 shares within 60 days of December 31, 2022.

On May 20, 2022 and December 14, 2022, the Reporting Person purchased 18,000 shares of common stock and 25,000 shares of common stock, respectively, in open market purchases.

5,268,000

5,268,000