10/17/2024 | Press release | Distributed by Public on 10/17/2024 14:32
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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. Title of Derivate Security | 2. Date Exercisable and Expiration Date | 3. Title and Amount of Securities Underlying Derivative Security | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 6. Nature of Indirect Beneficial Ownership |
Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Gordon Daniel Later C/O TRUSTFEED CORP. 10940 WILSHIRE BOULEVARD, SUITE 705 LOS ANGELES,, CA90024 |
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X |
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Gordon Katherine Nahon C/O TRUSTFEED CORP. 10940 WILSHIRE BOULEVARD, SUITE 705 LOS ANGELES,, CA90024 |
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X |
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/s/ Daniel Gordon | 2024-10-17 |
**Signature of Reporting Person | Date |
/s/ Katherine Gordon | 2024-10-17 |
**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) | Daniel Gordon is the majority shareholder of GLD Management, Inc., the general partners of GLD Partners, LP ("GLDLP"), affiliates of which own CWR 1, LLC, and (a) is the President of CWR 1, LLC, (b) has certain equity participation rights and interests in affiliates of CWR 1, LLC and (c) disclaims beneficial ownership except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
(2) | On June 28, 2024, Trustfeed Corp. ("Company") entered into an Agreement and Plan of Merger and Reorganization, as amended on September 30, 2024 ("Agreement") with its wholly owned subsidiary, Polomar Acquisition, L.L.C., and Polomar Specialty Pharmacy, LLC ("Polomar") and the beneficial stockholders of Polomar to acquire 100% of the issued and outstanding membership interests of Polomar. Pursuant to the terms of the Agreement, among other things, all outstanding membership interests of Polomar ("Membership Interests"), were exchanged for shares of common stock of the Company, based on the exchange ratio of 2,074,141.47 shares of common stock for every 1% of Membership Interests. As of the closing of the transactions, CWR 1, LLC transferred back to the Company and canceled 50,000,000 shares of Common Stock owned beneficially and of record by it. Daniel Gordon and Katherine Gordon, beneficially owned Membership Interests, and accordingly received Common Stock upon the closing. |
(3) | Daniel Gordon has voting and dispositive control over the shares of common stock owned directly by Reprise Management, Inc. |
(4) | Directly owned by Daniel Gordon. |
(5) | Directly owned by Katherine Gordon. |
(6) | Represents shares of Common Stock held by an UGMA account for Charles Gordon, an immediate family member of Katherine Gordon, or a Roth IRA in his name, of which Katherine Gordon has voting and dispositive control. |
(7) | Represents shares of Common Stock held by an UGMA account for Graham Gordon, an immediate family member of Katherine Gordon, or a Roth IRA in his name, of which Katherine Gordon has voting and dispositive control. |