| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cellteck Inc. [ EOPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/20/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(6) | 05/20/2013 | C | 50,000 | A | (1)(2) | 50,000 | I | By Quantum Advisors, LLC | ||
| Common Stock(6) | 05/20/2013 | C | 50,000 | A | (1)(2) | 100,000 | I | By Quantum Advisors, LLC | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B convertible stock(4) | (4) | 05/20/2013 | C | 50,000 | (4) | (4) | Common Stock | 50,000 | (4) | 0 | I | By Quantum Advisors, LLC | |||
| Series B convertible stock(4) | (4) | (4) | (4) | Common Stock | 50,000 | 0 | I | By Quantum Advisors, LLC | |||||||
| Options to acquire Series B convertible preferred stock(3) | (1)(2) | 12/31/2012 | (1)(2) | Common Stock | 50,000 | 0 | I | By Quantum Advisors, LLC | |||||||
| Options to acquire Series B convertible preferred stock(5) | (1)(2) | 05/20/2013 | C | 100,000 | (1)(2) | (1)(2) | Common Stock | 100,000 | (2) | 0 | I | By Quantum Advisors, LLC | |||
| Options to acquire common stock(6) | (1)(2) | 05/20/2013 | C | 100,000 | (1)(2) | (1)(2) | Common Stock | 100,000 | (2) | 100,000 | I | By Quantum Advisors, LLC | |||
| Options to acquire Series B convertible preferred stock(5) | (1)(2) | (1)(2) | (1)(2) | Common Stock | 50,000 | 0 | I | By Quantum Advisors, LLC | |||||||
| Series B convertible preferred stock(7) | (7) | 05/20/2013 | C | 50,000 | (7) | (7) | Common Stock | 50,000 | (7) | 0 | I | By Quantum Advisors, LLC | |||
| Series B convertible preferred stock(7) | (7) | (7) | (7) | Common Stock | 50,000 | 0 | I | By Quantum Advisors, LLC | |||||||
| Options to purchase common stock(5)(6) | $2.5 | 05/20/2013 | C | 25,000 | 05/01/2012 | 05/01/2012 | Common Stock | 25,000 | (2) | 25,000 | D | ||||
| Options to purchase Series B convertible preferred stock(8) | $2.5 | 05/20/2013 | C | 25,000 | 05/01/2012 | 05/01/2012 | Common Stock | 25,000 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. On July 1, 2012, Quantum Advisors, LLC ("Quantum"), of which Mr. Mitola is the managing member, entered into a Services Agreement with Eos Petro Inc.'s ("Eos") wholly owned subsidiary Eos Global Petro, Inc. ("Eos Global Petro") in order to provide consulting services to Eos Global Petro, pursuant to which Quantum was granted options to acquire 200,000 shares of common stock of Eos Global Petro. Such options were converted into options to acquire 200,000 shares of Series B convertible preferred stock of Eos in connection with the merger of Eos Global Petro and Eos. |
| 2. The options detailed in footnote 1 did not have an exercise price or expiration date. Instead, 50,000 options were to vest automatically and convert into shares of Series B convertible preferred stock on each of the following dates: July 1, 2012; December 31, 2012; July 1, 2013; and December 31, 2013, provided that the Services Agreement was still in effect as of each such date. If the Services Agreement is terminated, any options that have not yet vested by that date will expire. |
| 3. Consisted of options to acquire 50,000 shares of Series B convertible preferred stock which automatically vested and converted on December 31, 2012 pursuant to the Services Agreement detailed in footnote 1 above. |
| 4. Consisted of 50,000 shares of Series B convertible preferred stock issued upon the automatic conversion of the options reported in footnote 1 above. Series B Convertible preferred stock was automatically convertible upon the filing of a certain amendment to Eos' Articles of Incorporation. Series B convertible preferrred stock had no exercise date, exercise price or expiration date. |
| 5. Consisted of options to acquire 100,000 shares of Series B convertible preferred stock pursuant to the Services Agreement detailed above in footnote 1. Options to acquire 50,000 shares will automatically vest and convert on both July 1, 2013 and December 31, 2013, provided that the Services Agreement is still in effect as of each such date. |
| 6. On May 20, 2013, Eos filed an amendment to its Articles of Incorporation which effectuated an 800-for-1 reverse stock split of all outstanding shares of its common stock. Upon the filing of such amendment to its Articles of Incorporation, a provision governing the automatic conversion of each share of Series B preferred stock into common stock was triggered, and each share of Series B preferred stock automatically converted on a 1:1 ratio into a share of common stock of Eos. Now that the provision governing the automatic conversion of all shares of Series B preferred stock of Eos has been triggered, any outstanding options which previously were to purchase shares of Series B preferred stock, including the options referenced above, have converted into options to purchase an equal number of shares of common stock. The exercise prices, vesting conditions and expiration dates remain unchanged for all such converted options. |
| 7. Consisted of 50,000 shares of Series B convertible preferred stock issued upon the automatic conversion of options to acquire 50,000 shares of Series B convertible preferred stock on July 1, 2012 pursuant to the Services Agreement detailed in footnote 1 above. Series B convertible preferred stock was automatically convertible upon the filing of a certain amendment to Cellteck's Articles of Incorporation. Series B convertible preferred stock had no exercise date, exercise price or expiration date. |
| 8. The options to purchase up to 25,000 shares of Series B convertible preferred stock were originally granted to Mr. Mitola on May 1, 2012 as options to purchase up to 25,000 shares of common stock of Eos Global Petro for Mr. Mitola's services as a non-employee director of Eos Global Petro. Such options were converted into options to purchase up to 25,000 shares of Series B convertible preferred stock of Eos on October 12, 2012 in connection with the merger of Eos Global Petro and Eos. The options vested immediately on the grant date, were set to expire on May 1, 2015, and had an exercise price of $2.50. |
| /s/ John Mitola | 05/21/2013 | |
| ** 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 4 (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. | ||