10/08/2026 | Press release | Distributed by Public on 10/08/2026 11:49
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock(1) | 09/29/2026 | (2) | Common Stock | 250,000,000 | (1) | I | See Footnote(3)(4) |
| Series A Preferred Stock(5) | 10/01/2026 | (2) | Common Stock | 500,000,000 | (5) | I | See Footnote(3)(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hayes Kevin Jay Jr 1501 N CHARLOTTE AVE SUITE B203 MONROE, NC 28110 |
X | X | President, CFO, Secretary | |
| /s/ Kevin Hayes, Jr. | 10/08/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents 5,000 shares of Series A Preferred Stock. Each one share of Series A Preferred Stock is convertible (with no further consideration) into 50,000 shares of the Issuer's common stock, for an aggregate of 250,000,000 shares of common stock issuable upon conversion. The conversion right is subject to the terms of the Certificate of Determination of the Issuer. |
| (2) | The Series A Preferred Stock is immediately exercisable and has no stated expiration date. Each share of Series A Preferred Stock is automatically converted into shares of Common Stock (a) immediately upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock at a price per share of at least $5.00 (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and the like) with aggregate gross proceeds to the Issuer of at least $20,000,000, or (b) upon the vote or written consent of the holders of at least a majority of the then-outstanding shares of Series A Preferred Stock. |
| (3) | These shares are held by Hard Rock Holdco, LLC. |
| (4) | The Reporting Person is a manager of Hard Rock Holdco, LLC. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. |
| (5) | Represents 10,000 shares of Series A Preferred Stock. Each one share of Series A Preferred Stock is convertible (with no further consideration) into 50,000 shares of the Issuer's common stock, for an aggregate of 500,000,000 shares of common stock issuable upon conversion. The conversion right is subject to the terms of the Certificate of Determination of the Issuer. |
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Remarks: Exhibit 24.1 - Power of Attorney |
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