FORM 3 |
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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/21/2024 |
3. Issuer Name and Ticker or Trading Symbol
CORETEC GROUP INC. [ CRTG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 688,944,244 | I | By Core SS LLC(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Convertible Preferred Stock | (2) | (2) | Common Stock | 10,000,000 | (2) | I | By Core SS LLC(1) |
Explanation of Responses: |
1. The reported securities are owned directly by Core SS LLC. Ho Seok (Roberto) Kim, the reporting person, is the Managing Director of Core SS LLC, and as such, may be deemed to have an indirect beneficial ownership of the securities held of record by Core SS LLC. Mr. Kim disclaims beneficial ownership of such securities directly held by Core SS LLC, except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership of these securities for Section 16 or for any other purposes. |
2. The Series C Convertible Preferred Stock is convertible into 230 shares of Common Stock per share of Series C Preferred Stock at any time (subject to availability of sufficient authorized capital stock), at the holder's election, or upon a mandatory conversion event, and has no expiration date. |
Remarks: |
In connection with the transaction described in the Issuer's Current Report on Form 8-K, filed with the SEC on August 22, 2024, the reporting person was appointed as the Chief Financial Officer and as a director, effective August 21, 2024. |
/s/ Ho Seok Kim | 09/10/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |