Robert Baffi - Jul 15, 2021 Form 3 Insider Report for Mosaic ImmunoEngineering Inc. (CPMV)

Role
Director
Signature
/s/ Paul Lytle, as attorney-in-fact for Robert A. Baffi, Ph.D.
Stock symbol
CPMV
Transactions as of
Jul 15, 2021
Transactions value $
$0
Form type
3
Date filed
7/16/2021, 06:19 PM
Next filing
Feb 22, 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
holding CPMV Restricted Stock Units Jul 15, 2021 Common Stock 51.5K Direct F1, F2
holding CPMV Convertible Note Jul 15, 2021 see footnote $100K Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Restricted Stock Unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's Common Stock, for no consideration.
F2 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.
F3 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).
F4 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.
F5 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