Ho Seok Kim - Aug 21, 2024 Form 4 Insider Report for CORETEC GROUP INC. (CRTG)

Signature
/s/ Ho Seok Kim
Stock symbol
CRTG
Transactions as of
Aug 21, 2024
Transactions value $
$0
Form type
4
Date filed
9/10/2024, 08:40 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRTG Common Stock Other +689M 689M Aug 21, 2024 By Core SS LLC F1, F2

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 CRTG Series C Convertible Preferred Stock Other +10M 10M Aug 21, 2024 Common stock 2.3B By Core SS LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 1. On August 21, 2024 (the "Closing Date"), the Issuer closed the transaction contemplated by that certain Share Exchange Agreement, dated March 1, 2024 (the "Agreement"), by and among the Issuer, Core Optics, LLC, a Virginia limited liability company ("Core Optics"), Core Optics Co., Ltd., a Republic of Korea corporation ("Operating Subsidiary") and Core SS LLC, a Virginia limited liability company (the "Member"), as amended by the Amendment to the Share Exchange Agreement dated June 27, 2024 (the "Amendment"), and as further amended by the Second Amendment to the Share Exchange Agreement dated July 31, 2024 (the "Second Amendment" and together with the Agreement and the Amendment, the "Transaction Documents"). Pursuant to the Transaction Documents, the Member agreed to sell all its membership interests in Core Optics to the Issuer in exchange for the Issuer's issuance of 10,000,000 Series C Convertible Preferred Stock to the member, and issuance of an aggregate of 713,694,244 shares
F2 The reported securities are owned directly by Core SS LLC. Ho Seok (Roberto) Kim, the reporting person, is the Managing Director of Core SS LLC, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Core SS LLC. Mr. Kim disclaims beneficial ownership of such securities directly held by Core SS LLC, except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes.
F3 The Series C Convertible Preferred Stock is convertible into 230 shares of Common Stock per share of Series C Preferred Stock at any time (subject to availability of sufficient authorized capital stock), at the holder's election or upon a mandatory conversion event, and has no expiration date