4//SEC Filing
Mitola John P 4
Accession 0001144204-13-030848
CIK 0001419583other
Filed
May 20, 8:00 PM ET
Accepted
May 21, 5:19 PM ET
Size
30.3 KB
Accession
0001144204-13-030848
Insider Transaction Report
Form 4
Cellteck Inc.EOPT
Mitola John P
DirectorCorporate Secretary
Transactions
- Conversion
Options to acquire common stock
2013-05-20+100,000→ 100,000 total(indirect: By LLC)→ Common Stock (100,000 underlying) - Conversion
Options to purchase common stock
2013-05-20+25,000→ 25,000 totalExercise: $2.50From: 2012-05-01Exp: 2012-05-01→ Common Stock (25,000 underlying) - Conversion
Options to acquire Series B convertible preferred stock
2013-05-20−100,000→ 0 total(indirect: By LLC)→ Common Stock (100,000 underlying) - Conversion
Series B convertible preferred stock
2013-05-20−50,000→ 0 total(indirect: By LLC)→ Common Stock (50,000 underlying) - Conversion
Options to purchase Series B convertible preferred stock
2013-05-20−25,000→ 0 totalExercise: $2.50From: 2012-05-01Exp: 2012-05-01→ Common Stock (25,000 underlying) - Conversion
Common Stock
2013-05-20+50,000→ 50,000 total(indirect: By LLC) - Conversion
Series B convertible stock
2013-05-20−50,000→ 0 total(indirect: By LLC)→ Common Stock (50,000 underlying)
Holdings
- 0(indirect: By LLC)
Series B convertible stock
→ Common Stock (50,000 underlying) - 0(indirect: By LLC)
Options to acquire Series B convertible preferred stock
From: 2012-12-31→ Common Stock (50,000 underlying) - 0(indirect: By LLC)
Series B convertible preferred stock
→ Common Stock (50,000 underlying)
Footnotes (8)
- [F1]On July 1, 2012, Quantum Advisors, LLC ("Quantum"), of which Mr. Mitola is the managing member, entered into a Services Agreement with Eos Petro Inc.'s ("Eos") wholly owned subsidiary Eos Global Petro, Inc. ("Eos Global Petro") in order to provide consulting services to Eos Global Petro, pursuant to which Quantum was granted options to acquire 200,000 shares of common stock of Eos Global Petro. Such options were converted into options to acquire 200,000 shares of Series B convertible preferred stock of Eos in connection with the merger of Eos Global Petro and Eos.
- [F2]The options detailed in footnote 1 did not have an exercise price or expiration date. Instead, 50,000 options were to vest automatically and convert into shares of Series B convertible preferred stock on each of the following dates: July 1, 2012; December 31, 2012; July 1, 2013; and December 31, 2013, provided that the Services Agreement was still in effect as of each such date. If the Services Agreement is terminated, any options that have not yet vested by that date will expire.
- [F3]Consisted of options to acquire 50,000 shares of Series B convertible preferred stock which automatically vested and converted on December 31, 2012 pursuant to the Services Agreement detailed in footnote 1 above.
- [F4]Consisted of 50,000 shares of Series B convertible preferred stock issued upon the automatic conversion of the options reported in footnote 1 above. Series B Convertible preferred stock was automatically convertible upon the filing of a certain amendment to Eos' Articles of Incorporation. Series B convertible preferrred stock had no exercise date, exercise price or expiration date.
- [F5]Consisted of options to acquire 100,000 shares of Series B convertible preferred stock pursuant to the Services Agreement detailed above in footnote 1. Options to acquire 50,000 shares will automatically vest and convert on both July 1, 2013 and December 31, 2013, provided that the Services Agreement is still in effect as of each such date.
- [F6]On May 20, 2013, Eos filed an amendment to its Articles of Incorporation which effectuated an 800-for-1 reverse stock split of all outstanding shares of its common stock. Upon the filing of such amendment to its Articles of Incorporation, a provision governing the automatic conversion of each share of Series B preferred stock into common stock was triggered, and each share of Series B preferred stock automatically converted on a 1:1 ratio into a share of common stock of Eos. Now that the provision governing the automatic conversion of all shares of Series B preferred stock of Eos has been triggered, any outstanding options which previously were to purchase shares of Series B preferred stock, including the options referenced above, have converted into options to purchase an equal number of shares of common stock. The exercise prices, vesting conditions and expiration dates remain unchanged for all such converted options.
- [F7]Consisted of 50,000 shares of Series B convertible preferred stock issued upon the automatic conversion of options to acquire 50,000 shares of Series B convertible preferred stock on July 1, 2012 pursuant to the Services Agreement detailed in footnote 1 above. Series B convertible preferred stock was automatically convertible upon the filing of a certain amendment to Cellteck's Articles of Incorporation. Series B convertible preferred stock had no exercise date, exercise price or expiration date.
- [F8]The options to purchase up to 25,000 shares of Series B convertible preferred stock were originally granted to Mr. Mitola on May 1, 2012 as options to purchase up to 25,000 shares of common stock of Eos Global Petro for Mr. Mitola's services as a non-employee director of Eos Global Petro. Such options were converted into options to purchase up to 25,000 shares of Series B convertible preferred stock of Eos on October 12, 2012 in connection with the merger of Eos Global Petro and Eos. The options vested immediately on the grant date, were set to expire on May 1, 2015, and had an exercise price of $2.50.
Documents
Issuer
Cellteck Inc.
CIK 0001419583
Entity typeother
Related Parties
1- filerCIK 0001438470
Filing Metadata
- Form type
- 4
- Filed
- May 20, 8:00 PM ET
- Accepted
- May 21, 5:19 PM ET
- Size
- 30.3 KB