Filing Details
- Accession Number:
- 0001654954-22-003226
- Form Type:
- 13D Filing
- Publication Date:
- 2022-03-15 20:00:00
- Filed By:
- Villa James
- Company:
- Infinite Group Inc (OTCMKTS:IMCI)
- Filing Date:
- 2022-03-16
- 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 |
|---|---|---|---|---|---|---|
| Northwest Hampton Holdings | 5,055,153 | 0 | 5,055,153 | 0 | 5,055,153 | 13.04% |
| James Villa | 7,367,153 | 0 | 7,367,153 | 0 | 7,367,153 | 19.01% |
Filing
fUnited 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. 5)
|
INFINITE GROUP, INC. |
| (Name
of Issuer) |
| Common
Stock, par value $.001 per share |
| (Title
of Class of Securities) |
| 456910306 |
| (CUSIP
Number) |
| Northwest
Hampton Holdings, LLC c/o
James Villa 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
2 of
5 |
|
1 | NAMES
OF REPORTING PERSON Northwest
Hampton Holdings, LLC | |||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
|
3 | SEC USE
ONLY | |||
|
4 | SOURCE
OF FUNDS WC | |||
|
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
|
6 | CITIZENSHIP OR
PLACE OF ORGANIZATION New
York | |||
| NUMBER
OF |
7 | SOLE
VOTING POWER 5,055,153 | | |
| SHARES BENEFICIALLY |
8 | SHARED
VOTING POWER 0 | | |
| OWNED
BY EACH |
9 | SOLE
DISPOSITIVE POWER 5,055,153 | | |
| REPORTING PERSON
WITH |
10 | SHARED
DISPOSITIVE POWER 0 | | |
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,055,153 | |||
|
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.04% | |||
|
14 | TYPE OF
REPORTING PERSON OO | |||
| CUSIP
No. 456910306 | Schedule
13D/A | Page
3 of
5 |
|
1 | NAME OF
REPORTING PERSON James
Villa | |||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
|
3 | SEC USE
ONLY | |||
|
4 | SOURCE
OF FUNDS OO | |||
|
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
7,367,153 | | |
| SHARES BENEFICIALLY |
8 | SHARED
VOTING POWER 0 | | |
| OWNED
BY EACH |
9 | SOLE
DISPOSITIVE POWER
7,367,153 | | |
| REPORTING PERSON
WITH |
10 | SHARED
DISPOSITIVE POWER 0 | | |
|
11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,367,153 | |||
|
12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
|
13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.01% | |||
|
14 | TYPE OF
REPORTING PERSON IN | |||
| CUSIP
No. 456910306 | Schedule
13D/A | Page
4 of
5 |
|
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. 5 amends the Schedule 13D filed by Northwest Hampton
Holdings, LLC, a New York limited liability company
(“Northwest”), and James Villa, a United States citizen
(together Northwest and James Villa are the "Reporting Persons") on
February 25, 2008. Northwest’s principal business
is consulting. James Villa is the Chief Executive Officer of the
Company. James Villa is also the sole member of Northwest, and may
be deemed to indirectly beneficially own the Shares directly
beneficially owned by Northwest. Northwest’s principal
business address is 308 Rock Beach Road, Rochester, NY
14617.
The
Reporting Persons have 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. |
Beneficial ownership
(as such term is defined under Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) of the 5,055,153 shares of Common
Stock beneficially owned by Northwest was acquired pursuant to
various convertible notes issued by the Company to Northwest in
2003 and 2004 in loan transactions (the “Northwest
Notes”) to fund the Company’s working capital
requirements, including options to acquire shares of Common Stock
issued to Northwest in connection with amendments to the Northwest
Notes. The principal and interest amount of the convertible notes
as of March 10, 2022, is $252,758. The Northwest Notes, as amended,
mature on January 1, 2024. Northwest’s source of funds for
the loans to the Company was its working capital and cash on
hand.
Beneficial ownership (as such term is defined under Rule 13d-3 of
the Securities Exchange Act of 1934, as amended) of the 7,367,153
shares of Common Stock beneficially owned by Mr. Villa was acquired
pursuant to his ownership and control of Northwest, various options
to acquire shares of Common Stock granted by the Company to Mr.
Villa in connection with his service as an executive of the
Company, and in acquisitions of shares of Common Stock by Mr. Villa
using personal funds or as compensation for his services to the
Company, including an exercise of an option to purchase an
aggregate of 500,000 shares of Common Stock at $0.04 per share for
an aggregate purchase price of $20,000 on September 16, 2021 using
personal funds.
|
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 Persons have 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 Persons are 7,367,153 shares,
of which 1,312,000 are issued and outstanding and 6,055,153 are
issuable under the terms of the Northwest Notes and options held by
Northwest and Mr. Villa. The 7,367,153 shares beneficially owned by
the Reporting Persons represent approximately 19.0% of the total
shares of Common Stock outstanding as of the date
hereof. |
| b) | The
Reporting Persons have 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 Persons have 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 Persons 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
5 of
5 |
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 14, 2022 | By: | /s/
Northwest Hampton Holdings, LLC | |
| | | James
Villa Its
sole member | |
| | By: | /s/
James Villa | |
| | | James
Villa | |