| 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) 10/12/2012 |
3. Issuer Name and Ticker or Trading Symbol
Cellteck Inc. [ CLTK ] |
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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) |
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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 | ||||
| Options to purchase Series B convertible preferred stock(1) | 05/01/2012 | 05/01/2015 | Common Stock | 20,000,000 | 2.5 | D | |
| Series B convertible preferred stock | (2) | (2) | Common Stock | 40,000,000 | (2) | I | By Quantum Advisors, LLC |
| Options to acquire Series B convertible preferred stock | (3)(4) | (3)(4) | Common Stock | 120,000,000 | (3)(4) | I | By Quantum Advisors, LLC |
| Explanation of Responses: |
| 1. The options were originally granted on May 1, 2012 as options to purchase up to 25,000 shares of common stock of Eos Petro, Inc. ("Eos") for Mr. Mitola's services as a non-employee director of Eos. The options were subsequently converted into options to purchase up to 25,000 shares of Series B convertible preferred stock of Cellteck, Inc. ("Cellteck") on October 12, 2012 in connection with the merger of Cellteck and Eos. Each share of Series B convertible preferred stock automatically converts into 800 shares of common stock of Cellteck upon the filing of a certain amendment to Cellteck's Articles of Incorporation. The options vested immediately on the grant date. |
| 2. Consists of 50,000 shares of Series B convertible preferred stock, which are each convertible into 800 shares of common stock. Series B convertible preferred stock is automatically convertible upon the filing of a certain amendment to Cellteck's articles of incorporation. The Series B convertible preferred stock has no exercise date, exercise price or expiration date. |
| 3. Consists of options to acquire 150,000 shares of B convertible preferred stock. These options were originally granted in a Services Agreement dated July 1, 2012 as options to acquire up to 200,000 shares of common stock of Eos. 50,000 of those options vested and were subsequently converted into 50,000 shares of Series B convertible preferred stock in connection with the merger of Cellteck and Eos, and are separately reported above and in footnote 2. The remaining options were converted into options to acquire 150,000 shares of Series B convertible preferred stock of Cellteck in connection with the merger of Cellteck and Eos. |
| 4. The remaining options do not have an exercise price or expiration date. Instead, if the Services Agreement has not been terminated by the following dates, 50,000 options will automatically vest and be exercised on each of the following dates: December 31, 2012; July 1, 2013; and December 31, 2013. If the Services Agreement is terminated before December 31, 2012, July 1, 2013 or December 31, 2013, any options that have not yet vested by the date of termination will expire. |
| /s/ John Mitola | 10/22/2012 | |
| ** 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. | ||