Role
10%+ Owner
Signature
/s/ Jason Nagler
Issuer symbol
RAIL
Transactions as of
04 Apr 2022
Net transactions value
$0
Form type
4
Filing time
06 Apr 2022, 06:10:17 UTC
Previous filing
05 Apr 2022
Next filing
25 Apr 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RAIL Warrant (right to buy) Other +1 +50% 3 04 Apr 2022 Common Stock 1,367,338 $0.0100 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Certain funds and accounts for which the Reporting Person serves as investment manager, advisor or sub-advisor acquired a warrant to purchase 5.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on April 4, 2022). The Reporting Person disclaims beneficial ownership in the reported securities, except to the extent of its pecuniary interest therein.
F2 The amount reflected above is estimated based on 27,346,760 outstanding shares of Common Stock of the Issuer on a fully-diluted basis as of March 31, 2022, as provided by the Issuer to the Reporting Person, assuming hypothetically that the warrant was exercised on such date. The number of shares that will actually be issued upon exercise of the warrant will not be known with certainty until the time such warrant is exercised. The number of shares of Common Stock of the Issuer actually issued upon exercise of this warrant may be materially different than the number of shares reflected in this report.
F3 In addition to the warrant referred to in footnote (1) above, certain funds and accounts for which the Reporting Person serves as investment manager, advisor or sub-advisor holds (a) a warrant to purchase 23.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on October 13, 2020, as amended) and (b) a warrant to purchase 5.0% of the Common Stock Deemed Outstanding (as defined in a warrant acquisition agreement entered into with the Issuer on December 30, 2021, as amended). The Reporting Person disclaims beneficial ownership in the reported securities, except to the extent of its pecuniary interest therein.