0000899243-20-033008.txt : 20201208 0000899243-20-033008.hdr.sgml : 20201208 20201208161507 ACCESSION NUMBER: 0000899243-20-033008 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201130 FILED AS OF DATE: 20201208 DATE AS OF CHANGE: 20201208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Case Western Reserve University CENTRAL INDEX KEY: 0001732073 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22182 FILM NUMBER: 201375468 BUSINESS ADDRESS: STREET 1: 10900 EUCLID AVENUE CITY: CLEVELAND STATE: OH ZIP: 44106 BUSINESS PHONE: 216-368-4306 MAIL ADDRESS: STREET 1: 10900 EUCLID AVENUE CITY: CLEVELAND STATE: OH ZIP: 44106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mosaic ImmunoEngineering Inc. CENTRAL INDEX KEY: 0000836564 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 841070278 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 19881 BROOKHURST STREET, C-245 CITY: HUNTINGTON BEACH STATE: CA ZIP: 92646 BUSINESS PHONE: 657-208-0890 MAIL ADDRESS: STREET 1: 19881 BROOKHURST STREET, C-245 CITY: HUNTINGTON BEACH STATE: CA ZIP: 92646 FORMER COMPANY: FORMER CONFORMED NAME: PATRIOT SCIENTIFIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PATRIOT FINANCIAL CORP DATE OF NAME CHANGE: 19920521 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-11-30 0 0000836564 Mosaic ImmunoEngineering Inc. PTSCD 0001732073 Case Western Reserve University 10900 EUCLID AVE CLEVELAND OH 44106 0 0 1 0 Series B Convertible Voting Preferred Stock Common Stock 401392950 D On August 19, 2020, Mosaic ImmunoEngineering Inc. (f/k/a Patriot Scientific Corporation) (the "Issuer") entered into a stock purchase agreement (the "Stock Purchase Agreement") among PTSC Sub One Inc., Mosaic ImmunoEngineering Inc., and certain stockholders of Mosaic ImmunoEngineering Inc. set for therein (including Case Western Reserve University) pursuant to which, among other things, Case Western Reserve University was issued 70,000 shares of Series B Convertible Voting Preferred Stock in a private placement in connection with the sale of all of the securities of Mosaic ImmunoEngineering Inc. (Continued from Footnote 1) Such Series B Convertible Voting Preferred Stock could only be converted to Common Stock of the Issuer following the earlier of (A) the adoption of an amended and restated certificate of incorporation of the Issuer, which provides for, among other things, a sufficient number of shares of Common Stock authorized and available for issuance upon conversion of the shares of Series B Convertible Voting Preferred Stock or (B) the occurrence of a liquidation event as defined in the Certificate of Designation of Rights, Preferences and Limitations of the Series B Convertible Voting Preferred Stock. Each share of the Series B Convertible Voting Preferred Stock shall (a) convert into 5,734.185 shares of common stock of the Issuer, (b) possess full voting rights, on an as-converted basis, as the common stock of the Issuer, (c) have no dividend rate, and (d) shall possess certain anti-dilution protections. /s/ John F. Sideras, Senior Vice President and CFO 2020-12-08