Wiesehan John J III

SEC source: 0001654954-21-010548 · section16.xml · nonDerivative · entry 2

Wiesehan John J III · CIK 0001875037 · Chief Revenue Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 176,450

F1 · kind: The common stock was issued as partial consideration pursuant to that certain Asset Purchase Agreement dated July 22, 2021, by and among Twenty Two Capital, LLC ("Twenty Two"), the Issuer, the Reporting Person, and the other parties named therein, with 300,000 shares of common stock issued at closing of the Asset Purchase Agreement. On September 28, 2021, Twenty Two transferred a limited number of shares and distributed the remaining shares to its members on a pro rata basis. Represents the distribution of the shares by Twenty Two and the acquisition of the pro rata number of shares distributed to the Reporting Person, a member of Twenty Two as approved by the Issuer's board of directors and exempt under Section 16b-3.

F1 · price: The common stock was issued as partial consideration pursuant to that certain Asset Purchase Agreement dated July 22, 2021, by and among Twenty Two Capital, LLC ("Twenty Two"), the Issuer, the Reporting Person, and the other parties named therein, with 300,000 shares of common stock issued at closing of the Asset Purchase Agreement. On September 28, 2021, Twenty Two transferred a limited number of shares and distributed the remaining shares to its members on a pro rata basis. Represents the distribution of the shares by Twenty Two and the acquisition of the pro rata number of shares distributed to the Reporting Person, a member of Twenty Two as approved by the Issuer's board of directors and exempt under Section 16b-3.

SEC source: 0001654954-21-010548 · section16.xml · nonDerivative · entry 1

Wiesehan John J III · CIK 0001875037 · Chief Revenue Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By Twenty Two Capital LLC

Disclosed balance after: 0

F1 · kind: The common stock was issued as partial consideration pursuant to that certain Asset Purchase Agreement dated July 22, 2021, by and among Twenty Two Capital, LLC ("Twenty Two"), the Issuer, the Reporting Person, and the other parties named therein, with 300,000 shares of common stock issued at closing of the Asset Purchase Agreement. On September 28, 2021, Twenty Two transferred a limited number of shares and distributed the remaining shares to its members on a pro rata basis. Represents the distribution of the shares by Twenty Two and the acquisition of the pro rata number of shares distributed to the Reporting Person, a member of Twenty Two as approved by the Issuer's board of directors and exempt under Section 16b-3.

F1 · price: The common stock was issued as partial consideration pursuant to that certain Asset Purchase Agreement dated July 22, 2021, by and among Twenty Two Capital, LLC ("Twenty Two"), the Issuer, the Reporting Person, and the other parties named therein, with 300,000 shares of common stock issued at closing of the Asset Purchase Agreement. On September 28, 2021, Twenty Two transferred a limited number of shares and distributed the remaining shares to its members on a pro rata basis. Represents the distribution of the shares by Twenty Two and the acquisition of the pro rata number of shares distributed to the Reporting Person, a member of Twenty Two as approved by the Issuer's board of directors and exempt under Section 16b-3.

F2 · ownership.nature: Represents the Reporting Person's pecuniary interest in the 300,000 shares of the Issuer acquired by Twenty Two pursuant to the APA. The Reporting Person is the holder of a 53.85% membership interest in Twenty Two and a manager of Twenty Two.

SEC source: 0001654954-21-009280 · section16.xml · derivative · entry 1

Wiesehan John J III · CIK 0001875037 · Chief Revenue Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,000

Underlying: Common Stock · 3,334 shares

Expires not disclosed

F1 · derivative.exercise_date: The Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") has no stated maturity and will remain outstanding indefinitely unless a holder chooses to convert the Preferred Stock into shares of the Issuer's common stock at any time, the Issuer elects to automatically convert it into shares of its common stock upon a "Market Trigger", as defined in the Issuer's Certificate of Designations, Rights and Preferences of the 8% Series A Cumulative Convertible Preferred Stock filed on October 11, 2019 (the "Designation"), on or after October 16, 2023 the Issuer elects to redeem it, or a Change of Control, (as defined in the Designation) occurs resulting in a mandatory redemption. The Issuer may elect to automatically convert some or all of the Preferred Stock into shares of its common stock if the closing price of the common stock has exceeded $8.25 (137.5% of the Conversion Price) for at least 20 out of 30 consecutive trading days ending within five trading days prior to the notice of automatic conversion. The Preferred Stock will not be redeemable before October 16, 2023 except as described below upon the occurrence of a Change of Control. Commencing on October 16, 2023, the Issuer may redeem, at its option, the Preferred Stock, in whole or in part, at a cash redemption price of $10.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. Upon the occurrence of a Change of Control the Issuer is required to redeem any or all of the shares of Series A Convertible Preferred Stock at a redemption price of $11.00 per share, plus any accrued but unpaid dividends to, but excluding, the redemption date.

F1 · derivative.expiration_date: The Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") has no stated maturity and will remain outstanding indefinitely unless a holder chooses to convert the Preferred Stock into shares of the Issuer's common stock at any time, the Issuer elects to automatically convert it into shares of its common stock upon a "Market Trigger", as defined in the Issuer's Certificate of Designations, Rights and Preferences of the 8% Series A Cumulative Convertible Preferred Stock filed on October 11, 2019 (the "Designation"), on or after October 16, 2023 the Issuer elects to redeem it, or a Change of Control, (as defined in the Designation) occurs resulting in a mandatory redemption. The Issuer may elect to automatically convert some or all of the Preferred Stock into shares of its common stock if the closing price of the common stock has exceeded $8.25 (137.5% of the Conversion Price) for at least 20 out of 30 consecutive trading days ending within five trading days prior to the notice of automatic conversion. The Preferred Stock will not be redeemable before October 16, 2023 except as described below upon the occurrence of a Change of Control. Commencing on October 16, 2023, the Issuer may redeem, at its option, the Preferred Stock, in whole or in part, at a cash redemption price of $10.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. Upon the occurrence of a Change of Control the Issuer is required to redeem any or all of the shares of Series A Convertible Preferred Stock at a redemption price of $11.00 per share, plus any accrued but unpaid dividends to, but excluding, the redemption date.

SEC source: 0001654954-21-008222 · section16.xml · nonDerivative · entry 1

Wiesehan John J III · CIK 0001875037 · Chief Revenue Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By Twenty Two Capital LLC

Disclosed balance after: 161,550

F1 · price: The common stock was issued as partial consideration pursuant to that certain Asset Purchase Agreement, dated July 22, 2021, by and among Twenty Two Capital, LLC ("Twenty Two"), the Issuer, the Reporting Person, and the other parties named therein (the "APA"). Pursuant to the APA, the Issuer agreed to acquire certain assets, including among others, tangible personal property, inventories, accounts receivable, contracts, governmental authorizations, intangible rights and property, and insurance benefits, subject to certain exclusions, in exchange for (i) $2,000,000 in cash, subject to adjustment per the APA, (ii) 600,000 shares of the Issuer's common stock, with (x) 300,000 shares issued at closing, (y) 100,000 shares to be issued on or before January 31, 2023, subject to certain set-off obligations, and (z) the remainder to be issued on or before the 60th day following the first year anniversary of the closing, subject to certain adjustments, and assume certain liabilities as provided for in the APA.

F2 · ownership.nature: Represents the Reporting Person's pecuniary interest in the 300,000 shares of the Issuer acquired by Twenty Two pursuant to the APA. The Reporting Person is the holder of a 53.85% membership interest in Twenty Two and has shared voting and investment power over its portfolio securities.