Filing Details
- Accession Number:
- 0001654954-22-002576
- Form Type:
- 13D Filing
- Publication Date:
- 2022-03-03 19:00:00
- Filed By:
- Hoyen Andrew T.
- Company:
- Infinite Group Inc (OTCMKTS:IMCI)
- Filing Date:
- 2022-03-04
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Andrew Hoyen | 2,136,734 | 0 | 2,136,734 | 0 | 2,136,734 | 6.3% |
Filing
United
States
Securities and Exchange Commission
Washington, DC 20549
Schedule 13D
(Rule 13D-101)
Information to be Included in Statements Filed Pursuant to §
240.13d-1(A) and
Amendments Thereto Filed Pursuant To §
240.13d-2(A)
Under the Securities Exchange Act of 1934
(Amendment No. )
|
INFINITE GROUP, INC. |
| (Name
of Issuer) |
| Common
Stock, par value $.001 per share |
| (Title
of Class of Securities) |
| 456910306 |
| (CUSIP
Number) |
| Andrew
Hoyen c/o
INFINITE GROUP, INC. 175
SULLY'S TRAIL, STE 202 Pittsford,
NY 14534 Tel:
585-385-0610 |
| (Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications) |
| September
16, 2021 |
| (Date
of Event Which Requires Filing of This Statement) |
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f)
or Rule 13d-1(g), check the following
box .☐
| CUSIP
No. 456910306 | Schedule
13D | Page
3 of
4 |
|
1 | NAME OF
REPORTING PERSON Andrew
Hoyen | ||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | ||
|
3 | SEC USE
ONLY | ||
|
4 | SOURCE
OF FUNDS PF | ||
|
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | ||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | ||
| NUMBER
OF |
7 | SOLE
VOTING POWER 2,136,734 | |
| SHARES BENEFICIALLY |
8 | SHARED
VOTING POWER 0 | |
| OWNED
BY EACH |
9 | SOLE
DISPOSITIVE POWER 2,136,734 | |
| REPORTING PERSON
WITH |
10 | SHARED
DISPOSITIVE POWER 0 | |
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,136,734 | ||
|
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | ||
|
14 | TYPE OF
REPORTING PERSON
IN | ||
| CUSIP
No. 456910306 | Schedule
13D | Page
3 of
4 |
|
Item 1. |
Security and Issuer. |
The
class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.001 per share (the “Common
Stock”), of Infinite Group, Inc., a Delaware corporation with
its principal offices at 175 Sully’s
Trail, Suite 202, Pittsford, NY 14534 (the
“Company”).
|
Item 2. |
Identity and Background. |
This Schedule 13D is filed by Andrew Hoyen (the “Reporting
Person”). The Reporting Person is the President
and Chief Operating Officer of the Company. The principal business
address of the Reporting Person is 175 Sully’s Trail, Suite
202, Pittsford, NY 14534. The Reporting Person is a
citizen of the United States.
The
Reporting Person has not during the last five years, been
(i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they are or were subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
|
Item 3. |
Source or Amount of Funds or Other Consideration. |
On June 2, 2016, the Company issued the Reporting Person an option
to purchase 250,000 shares of Common Stock at an exercise price of
$0.02 per share on the terms and subject to the conditions set
forth in a stock option agreement between the Company and the
Reporting Person (the “2016 A Option”). The 2016 A
Option vested immediately and has a term of ten years from the date
of issuance.
On September 30, 2016, the Company issued the Reporting Person an
option to purchase 500,000 shares of Common Stock at an exercise
price of $0.04 per share on the terms and subject to the conditions
set forth in a stock option agreement between the Company and the
Reporting Person (the “2016 B Option”). The 2016 B
Option vested immediately and had a term of five years from the
date of issuance. On September 16, 2021, the Reporting Person
exercised the 2016 B Option in full purchasing an aggregate of
500,000 shares of Common Stock at $0.04 per share for an aggregate
purchase price of $20,000 using personal funds.
On July 18, 2017, the Company issued the Reporting Person an option
to purchase 400,000 shares of Common Stock at an exercise price of
$0.04 per share on the terms and subject to the conditions set
forth in a stock option agreement between the Company and the
Reporting Person (the “2017 A Option”). The 2017 A
Option vested on July 31, 2017, and has a term of five years from
that date.
On July 18, 2017, the Company issued the Reporting Person an option
to purchase 100,000 shares of Common Stock at an exercise price of
$0.04 per share on the terms and subject to the conditions set
forth in a stock option agreement between the Company and the
Reporting Person (the “2017 B Option”). The 2017 B
Option vested immediately and has a term of five years from the
date of issuance.
On December 10, 2019, the Company issued the Reporting Person an
option to purchase 200,000 shares of Common Stock at an exercise
price of $0.04 per share on the terms and subject to the conditions
set forth in a stock option agreement between the Company and the
Reporting Person (the “2019 A Option”). The 2019 A
Option vested immediately and has a term of five years from the
date of issuance.
On December 23, 2019,
the Company issued the Reporting Person an option to purchase
250,000 shares of Common Stock at an exercise price of $0.05 per
share on the terms and subject to the conditions set forth in a
stock option agreement between the Company and the Reporting Person
(the “2019 B Option” and together with
the 2016
A Option, 2016 B Option, 2017 A Option, 2017 B Option, and 2019 A
Option, the “Options”). The 2019 B Option vested
immediately and has a term of five years from the date of
issuance.
Beneficial ownership
(as such term is defined under Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) of the 250,000 shares of Common
Stock beneficially owned by the Reporting Person was acquired
pursuant to a convertible note issued by the Company to the
Reporting Person in 2015 in a loan transaction (the
“Convertible Note”) to fund the Company’s working
capital requirements. At the Reporting Person’s election,
the principal of the
Convertible Note is convertible into 250,000 shares of Common Stock
at a conversion price of $0.10 per share. The principal amount
of the convertible note as of February 25, 2022 is $25,000. The
Convertible Note was originally set to mature on March 31, 2018,
but it was subsequently extended by the Reporting Person to March
31, 2021 and later extended again to June 30, 2023. The Reporting
Person’s source of funds for the loan to the Company was
personal funds.
Except as set forth
above, beneficial ownership (as such term is defined under Rule
13d-3 of the Securities Exchange Act of 1934, as amended) of
the 2,136,734 shares of Common Stock
beneficially owned by the Reporting Person was acquired pursuant to
purchases with personal funds in open market
transactions.
|
Item 4. |
Purpose of the Transaction. |
The
securities reported on herein are held for the purpose of
investment.
Except
as otherwise described herein, the Reporting Person has no present
plans or proposals which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
|
Item 5. |
Interest in Securities of the Issuer. |
| a) | The
aggregate number of shares of Common Stock that may be deemed to be
beneficially owned by the Reporting Person is 2,136,734 shares, of
which 686,734 are issued and outstanding and 1,450,000 are issuable
under the terms of the Options and the Convertible Note. The
2,136,734 shares beneficially owned by the Reporting Person
represents approximately 6.3% of the total shares of Common Stock
outstanding as of the date hereof. |
| b) | The
Reporting Person has the sole power to vote or to direct the vote
of, and sole power to dispose or to direct the disposition of, all
the shares of Common Stock reported on herein. |
| c) | Except
as disclosed in Item 3 above, the Reporting Person has not effected
any transaction in the shares of Common Stock during the last 60
days. |
| d) | None. |
| e) | Not
applicable. |
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer. |
Other than as described herein,
there are no contracts, arrangements, understandings or
relationships among the Reporting Person and any other person, with
respect to the securities of the Company.
|
Item 7. |
Material to be filed as Exhibits. |
Exhibit
No. Description
None.
| CUSIP
No. 456910306 | Schedule
13D | Page
3 of
4 |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| | | | ||
| | | | | |
| Dated:
March 2, 2022 | By: | /s/
Andrew Hoyen | | |
| | | Andrew
Hoyen | | |
| | | | | |