| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEUROPATHIX, INC. [ NPTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/16/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/12/2021 | A(1) | 692,308 | A | $0.13(1) | 22,984,029(2) | I | See Note(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $0.13 | 03/12/2021 | A | 1,450,000 | (4) | 03/11/2031 | Common Stock | 1,450,000 | $0 | 1,450,000 | D | ||||
| Explanation of Responses: |
| 1. The reporting person agreed to accept 692,308 restricted shares of the issuer's common stock in exchange for the discharge of an aggregate of $90,000 of accrued but unpaid monies payable by the issuer to the reporting person as a portion of his salary. The issuance was approved by the issuer's board of directors on March 12, 2021. The price of the shares acquired by the reporting person is equal to the closing price of the Company's common stock on March 11, 2021, which was $0.13 per share. |
| 2. This Amendment No. 1 ("Form 4/A") to the Form 4 filed by the reporting person on March 16, 2021 (the "Original Form 4") is being filed to remove the second transaction reported in Table I of the Original Form 4, reporting the acquisition of 192,308 shares of the Issuer's common stock, which transaction was included in error and did not occur. This Form 4/A amends and restates in its entirety the Original Form 4, including only those transactions that occurred on March 12, 2021. |
| 3. Aggregate amount of shares beneficially owned by the reporting person includes shares held by him directly as well as indirectly through Powerlife Phytomedical, LLC and Golden Gate Capital Partners, LLC. The reporting person disclaims beneficial ownership of the securities held by Powerlife Phytomedical, LLC and Golden Gate Capital Partners, LLC, except to the extent of his pecuniary interest therein. |
| 4. 1/4th of the option shares vest on the date of grant and the remaining option shares vest in equal monthly installments over 36 months thereafter. |
| /s/ Dean Petkanas | 03/18/2021 | |
| ** 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 4 (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. | ||