| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TZUP | Common Stock | 10,059 | 28 Oct 2024 | Direct |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TZUP | Series A Preferred Convertible Voting Stock | 28 Oct 2024 | Common Stock | 23,157 | $3.00 | Direct | F1, F2 | ||||||
| holding | TZUP | Series B Preferred | 28 Oct 2024 | Common Stock | 10,000 | $4.00 | Direct | F3, F4 | ||||||
| holding | TZUP | Employee Stock Options | 28 Oct 2024 | Common Stock | 120,000 | $5.00 | Direct | F5 |
| Id | Content |
|---|---|
| F1 | As stated in the Amended and Restated Certificate of Designation of Series A Preferred Convertible Voting Stock dated September 26, 2022 (the "Series A Preferred Certificate of Designation"), Series A Preferred Convertible Voting Stock is exercisable upon issuance, and has no expiration date. |
| F2 | Series A Preferred Convertible Voting Stock converts into 15 shares of Common Stock at a Reference Rate of $3.00, subject to adjustments as specified in the Series A Preferred Certificate of Designation. |
| F3 | The Amended and Restated Certificate of Designation of Series B Preferred Convertible Voting Stock dated April 17, 2024 (the "Series B Preferred Certificate of Designation") allows for conversion by Dr. Massey at any time, as well as providing for automatic conversion by the Company following the 6-month anniversary of the listing on a National Stock Exchange, the Series B Preferred shall automatically convert into common stock should the Company's common stock be listed on a National Stock Exchange and close at $8.00 or more for ten (10) consecutive trading days. |
| F4 | Each share of Series B Preferred Convertible Voting Stock was initially convertible into 10 shares of Common Stock (the "Conversion Rate") at a reference rate of $5.00 per share of Common Stock (the "Reference Rate"), which adjusted to a 20% discount to the offering price of the Company's Offering on Form S-1 in conjunction with an up-listing to a National Stock Exchange, or $4.00 per share of Common Stock, subject to adjustments as specified in the Series B Preferred Certificate of Designation. |
| F5 | Should Dr. Massey resign or be removed prior to completing full 12 month term, the remaining portion of the options that the Director was entitled to shall be clawed back pursuant to the Company's Compensation Recovery Policy and the discretion of the Board of Directors. |