Initial Statement of Beneficial Ownership (3)
July 16 2021 - 6:19PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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BAFFI ROBERT |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/15/2021
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3. Issuer Name and Ticker or Trading Symbol
Mosaic ImmunoEngineering Inc. [CPMV]
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(Last)
(First)
(Middle)
1537 SOUTH NOVATO BLVD, #5 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
NOVATO, CA 94947
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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 Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
| Restricted Stock Units | 7/15/2022 (2) | (1) | Common Stock | 51497 | (1) | D | |
| Convertible Note (3) | (3)(4) | (3) | see footnote (3)(4)(5) | $100000 | (3)(4)(5) | D | |
| Explanation of Responses: |
| (1) | Each Restricted Stock Unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock, for no consideration. |
| (2) | RSU's granted under the 2020 Mosaic ImmunoEngineering Omnibus Incentive Plan for non-employee Board compensation. RSUs will vest 100% on July 15, 2022, subject to the reporting person's continuous service to the Issuer on such vesting date. |
| (3) | The Convertible Notes were issued on May 7, 2021 in exchange of $100,000 in proceeds to the Company; have no stated maturity date or expiration date; bear interest at a simple rate equal to eight percent (8.0%) per annum until converted; and automatically convert into the same equity securities offered in the Qualified Financing (see footnote 4 and 5) or at the option of the holder into the same equity securities offered in a Smaller Financing (see footnote 4 and 5). |
| (4) | Upon a Qualified Financing or Smaller Financing (see footnote 5), the conversion price shall be equal to the lower of (i) the product equal to 80% times the lowest per unit purchase price of the equity securities issued for cash in the Qualified Financing or Smaller Financing (representing a 20% discount), or (ii) $2.377. |
| (5) | A Qualified Financing represents a single transaction or series or transactions whereby the Company receives aggregate gross proceeds of at least $5 million from the sale of equity securities following the issuance date of the Convertible Note (excluding proceeds from the issuance of any future Convertible Notes). A Smaller Financing represents any sale of equity securities whereby the aggregate gross proceeds are less than $5 million (excluding proceeds from the issuance of any future Convertible Notes). |
Remarks:
Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BAFFI ROBERT
1537 SOUTH NOVATO BLVD, #5
NOVATO, CA 94947 | X |
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Signatures
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| /s/ Paul Lytle, as attorney-in-fact for Robert A. Baffi, Ph.D. | | 7/16/2021 |
| **Signature of Reporting Person | Date |
Mosaic ImmunoEngineering (PK) (USOTC:CPMV)
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