Filing Details
- Accession Number:
- 0001654954-22-003085
- Form Type:
- 13D Filing
- Publication Date:
- 2022-03-13 20:00:00
- Filed By:
- Reeve Donald
- Company:
- Infinite Group Inc (OTCMKTS:IMCI)
- Filing Date:
- 2022-03-14
- 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 |
|---|---|---|---|---|---|---|
| Donald W. Reeve | 2,981,460 | 0 | 2,981,460 | 0 | 2,981,460 | 8.8% |
Filing
United States
Securities and Exchange Commission
Washington, DC 20549
Schedule 13D/A
(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. 1)
|
INFINITE GROUP, INC. |
| (Name
of Issuer) |
| Common
Stock, par value $.001 per share |
| (Title
of Class of Securities) |
| 456910306 |
| (CUSIP
Number) |
| Donald
W. Reeve 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/A | Page
3 of
4 |
|
1 | NAMES
OF REPORTING PERSONS Donald
W. Reeve | |||
|
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 2,981,460 | | |
| SHARES BENEFICIALLY |
8 | SHARED
VOTING POWER 0 | | |
| OWNED
BY EACH |
9 | SOLE
DISPOSITIVE POWER 2,981,460 | | |
| REPORTING PERSON
WITH |
10 | SHARED
DISPOSITIVE POWER 0 | | |
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,981,460 | |||
|
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% | |||
|
14 | TYPE OF
REPORTING PERSON IN | |||
| CUSIP
No. 456910306 | Schedule
13D/A | 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
Amendment No. 1 amends the Schedule 13D filed by Donald W. Reeve
(the “Reporting Person”) on December 11, 2014. The
Reporting Person is the Chairman of the Company’s board. 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 September 5, 2013,
the Company issued the Reporting Person an option to purchase
500,000 shares of Common Stock at an exercise price of $0.15 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 “2013 Option”). The 2013 Option vested immediately
and has a term of ten years from the date of
issuance.
On December 1, 2014, the Company entered into an unsecured line of
credit financing agreement with the Reporting Person. As payment of
an origination fee for the line of credit financing, the Company
issued to the Reporting Person (i) 600,000 shares of Common Stock
having an aggregate fair market value of $30,000 and (ii) an option
to purchase 600,000 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 “2014 Option”). The 2014 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 800,000 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 Option”). The 2016 Option
vested immediately and has a term of five years from the date of
issuance. On September 16, 2021, the Reporting Person exercised the
2016 Option in full purchasing an aggregate of 800,000 shares of
Common Stock at $0.04 per share for an aggregate purchase price of
$32,000 using personal funds.
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 Option” and together with the 2013 Option, 2014
Option, and 2016 Option, the “Options”). The 2019
Option vested immediately and has a term of five years from the
date of issuance.
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 2,981,460 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 2,981,460 shares, of
which 1,631,460 are issued and outstanding and 1,350,000 are
issuable under the terms of the Options. The 2,981,460 shares
beneficially owned by the Reporting Person represents approximately
8.8% 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/A | 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 10, 2022 | By: | /s/
Donald W. Reeve | |
| | | Donald
W. Reeve | |