Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Kim Ho Seok
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2. Issuer Name and Ticker or Trading Symbol
CORETEC GROUP INC. [CRTG]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Financial Officer / Managing Director of 10% owner
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(Last)
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(First)
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(Middle)
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C/O THE CORETEC GROUP INC. , 333 JACKSON PLAZA, STE 460
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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ANN ARBOR
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MI
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48103
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kim Ho Seok
C/O THE CORETEC GROUP INC.
333 JACKSON PLAZA, STE 460
ANN ARBOR, MI48103
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Chief Financial Officer
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Managing Director of 10% owner
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Signatures
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/s/ Ho Seok Kim
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2024-09-10
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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1. On August 21, 2024 (the "Closing Date"), the Issuer closed the transaction contemplated by that certain Share Exchange Agreement, dated March 1, 2024 (the "Agreement"), by and among the Issuer, Core Optics, LLC, a Virginia limited liability company ("Core Optics"), Core Optics Co., Ltd., a Republic of Korea corporation ("Operating Subsidiary") and Core SS LLC, a Virginia limited liability company (the "Member"), as amended by the Amendment to the Share Exchange Agreement dated June 27, 2024 (the "Amendment"), and as further amended by the Second Amendment to the Share Exchange Agreement dated July 31, 2024 (the "Second Amendment" and together with the Agreement and the Amendment, the "Transaction Documents"). Pursuant to the Transaction Documents, the Member agreed to sell all its membership interests in Core Optics to the Issuer in exchange for the Issuer's issuance of 10,000,000 Series C Convertible Preferred Stock to the member, and issuance of an aggregate of 713,694,244 shares
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(2)
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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.
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(3)
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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
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Coretec Group Inc.