Statement of Changes in Beneficial Ownership (4)
July 22 2022 - 2:00PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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JOHNSON JOHN MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
NEXT-ChemX Corporation.
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CHMX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) PRESIDENT |
(Last)
(First)
(Middle)
1111 W 12TH STREET, #113 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/12/2021 |
(Street)
AUSTIN,, TX 78703
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON STOCK | 4/27/2021 | | J | | 1311445 | A | $0 | 1311445 | I | See footnote (1) |
COMMON STOCK see note (2) | 6/17/2022 | | M | | 41256 | A | $1.00 | 41256 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
CONVERTIBLE PROMISSORY NOTE see note (3) | $1.00 | 11/12/2021 | | C | | 15000 | | 11/12/2021 | 11/11/2022 | SHARES OF COMMON STOCK | 15000 | $1.00 | 15000 | D | |
CONVERTIBLE PROMISSORY NOTE see note (4) | $1.00 | 5/9/2022 | | A | | 41000 | | 5/9/2022 | 5/8/2023 | SHARES OF COMMON STOCK | 41000 | $1.00 | 41000 | D | |
CONVERTIBLE PROMISSORY NOTE see note (5) | $1.00 | 6/17/2022 | | C | | | 41256 | 5/9/2022 | 5/8/2023 | SHARES OF COMMON STOCK | 41256 | $1.00 | 0 | D | |
Explanation of Responses: |
(1) | The indirect beneficial ownership (founder shares) reflects an ownership interest of 5.5% of the share capital of a Texas corporation that is the controlling shareholder of NEXT-ChemX Corporation ("CHMX"), Nevada, the reporting issuer. The Texas controlling shareholder owns a total of 23,844,448 shares in the reporting issuer. The reporting person is also an Officer and Director of the Texas registered controlling shareholder. |
(2) | Issued to the reporting person upon the conversion of a $41,000 convertible promissory note granted to the Reporting Person by the Issuer for a portion of unpaid salary. Both the principal amount of $41,000 and accumulated interest of $256 was converted into shares of Common Stock at a conversion price of $1.00 resulting in the issuance of 41,256 shares of common stock |
(3) | During a restructuring of certain debt owed to the reporting person, the reporting person was granted a $15,000 convertible promissory note on November 12, 2021 (due November 11, 2022). This Convertible Promissory Note pays 8% interest at the one-year term or on the earlier repayment. Both the principal and interest are convertible into shares of common stock of the reporting issuer at the election of the reporting person either (i) at term or at the earlier conversion of debt and interest into shares of common stock. |
(4) | The issuance of this convertible promissory note was previously unreported; it was issued on April 9th, 2022, in forgiveness of certain unpaid salary. |
(5) | The reporting person chose to convert principal of this convertible promissory together with the interest due on the date of the exercise of the conversion resulting in the cancellation of the note against issuance of 41,256 shares of common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
JOHNSON JOHN MICHAEL 1111 W 12TH STREET, #113 AUSTIN,, TX 78703 | X |
| PRESIDENT |
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Signatures
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/s/ John Michael Johnson | | 7/22/2022 |
**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 control number. |
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