Sec Form 13G Filing - American Ventures LLC, Series XII SHOT filing for - 2025-07-30

Comment for Type of Reporting Person:  The number of shares represented by the amount in Rows 6, 8 and 9 excludes (i) 10,835,141 shares of common stock that may be purchased by exercising the Issuer's Series A Common Stock Purchase Warrants ("Series A Warrants") and (ii) 10,835,141 shares of common stock that may be purchased by exercising Series B Common Stock Purchase Warrants ("Series B Warrants"), neither of which are currently exercisable within 60 days. Pursuant to the warrant agreements relating to the Series A Warrants and the Series B Warrants, the Series A and Series B warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein American Ventures LLC, Series XII SHOT ("Series XII SHOT") may not exercise its Series A and/or Series B warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XII SHOT together with its affiliates, and any other persons acting as a group together with Series XII SHOT or any of the Series XII SHOT's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XII SHOT, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of the foregoing sentence, the number of shares of common stock beneficially owned by Series XII SHOT and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the Series A and Series B Warrants with respect to which such determination is being made, but shall exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such Warrant beneficially owned by Series XII SHOT or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XII SHOT or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership bl ocker. The percent of class represented by the amount in Row 9 is based on 121,048,833 shares of the Issuer's common stock issued and outstanding as of July 21, 2025, as reported in the Issuer's Prospectus Supplement filed with the SEC on July 23, 2025

Comment for Type of Reporting Person:  The number of shares represented by the amount in Rows 6, 8 and 9 excludes (i) 10,835,141 shares of common stock that may be purchased by exercising the Issuer's Series A Common Stock Purchase Warrants ("Series A Warrants") and (ii) 10,835,141 shares of common stock that may be purchased by exercising Series B Common Stock Purchase Warrants ("Series B Warrants"), neither of which are currently exercisable within 60 days. Pursuant to the warrant agreements relating to the Series A Warrants and the Series B Warrants, the Series A and Series B warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein American Ventures LLC, Series XII SHOT ("Series XII SHOT") may not exercise its Series A and/or Series B warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XII SHOT together with its affiliates, and any other persons acting as a group together with Series XII SHOT or any of the Series XII SHOT's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XII SHOT, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of the foregoing sentence, the number of shares of common stock beneficially owned by Series XII SHOT and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the Series A and Series B Warrants with respect to which such determination is being made, but shall exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such Warrant beneficially owned by Series XII SHOT or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XII SHOT or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker. The percent of class represented by the amount in Row 9 is based on 121,048,833 shares of the Issuer's common stock issued and outstanding as of July 21, 2025, as reported in the Issuer's Prospectus Supplement filed with the SEC on July 23, 2025.

Comment for Type of Reporting Person:  The number of shares represented by the amount in Rows 6, 8 and 9 excludes (i) 10,835,141 shares of common stock that may be purchased by exercising the Issuer's Series A Common Stock Purchase Warrants ("Series A Warrants") and (ii) 10,835,141 shares of common stock that may be purchased by exercising Series B Common Stock Purchase Warrants ("Series B Warrants"), neither of which are currently exercisable within 60 days. Pursuant to the warrant agreements relating to the Series A Warrants and the Series B Warrants, the Series A and Series B warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein American Ventures LLC, Series XII SHOT ("Series XII SHOT") may not exercise its Series A and/or Series B warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XII SHOT together with its affiliates, and any other persons acting as a group together with Series XII SHOT or any of the Series XII SHOT's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XII SHOT, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of the foregoing sentence, the number of shares of common stock beneficially owned by Series XII SHOT and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the Series A and Series B Warrants with respect to which such determination is being made, but shall exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such Warrant beneficially owned by Series XII SHOT or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XII SHOT or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker. The percent of class represented by the amount in Row 9 is based on 121,048,833 shares of the Issuer's common stock issued and outstanding as of July 21, 2025, as reported in the Issuer's Prospectus Supplement filed with the SEC on July 23, 2025.

Comment for Type of Reporting Person:  The number of shares represented by the amount in Rows 6, 8 and 9 excludes (i) 10,835,141 shares of common stock that may be purchased by exercising the Issuer's Series A Common Stock Purchase Warrants ("Series A Warrants") and (ii) 10,835,141 shares of common stock that may be purchased by exercising Series B Common Stock Purchase Warrants ("Series B Warrants"), neither of which are currently exercisable within 60 days. Pursuant to the warrant agreements relating to the Series A Warrants and the Series B Warrants, the Series A and Series B warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein American Ventures LLC, Series XII SHOT ("Series XII SHOT") may not exercise its Series A and/or Series B warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XII SHOT together with its affiliates, and any other persons acting as a group together with Series XII SHOT or any of the Series XII SHOT's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XII SHOT, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of the foregoing sentence, the number of shares of common stock beneficially owned by Series XII SHOT and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the Series A and Series B Warrants with respect to which such determination is being made, but shall exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such Warrant beneficially owned by Series XII SHOT or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XII SHOT or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker. The percent of class represented by the amount in Row 9 is based on 121,048,833 shares of the Issuer's common stock issued and outstanding as of July 21, 2025, as reported in the Issuer's Prospectus Supplement filed with the SEC on July 23, 2025.

Comment for Type of Reporting Person:  The number of shares represented by the amount in Rows 6, 8 and 9 excludes (i) 10,835,141 shares of common stock that may be purchased by exercising the Issuer's Series A Common Stock Purchase Warrants ("Series A Warrants") and (ii) 10,835,141 shares of common stock that may be purchased by exercising Series B Common Stock Purchase Warrants ("Series B Warrants"), neither of which are currently exercisable within 60 days. Pursuant to the warrant agreements relating to the Series A Warrants and the Series B Warrants, the Series A and Series B warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein American Ventures LLC, Series XII SHOT ("Series XII SHOT") may not exercise its Series A and/or Series B warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XII SHOT together with its affiliates, and any other persons acting as a group together with Series XII SHOT or any of the Series XII SHOT's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XII SHOT, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of the foregoing sentence, the number of shares of common stock beneficially owned by Series XII SHOT and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the Series A and Series B Warrants with respect to which such determination is being made, but shall exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such Warrant beneficially owned by Series XII SHOT or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XII SHOT or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker. The percent of class represented by the amount in Row 9 is based on 121,048,833 shares of the Issuer's common stock issued and outstanding as of July 21, 2025, as reported in the Issuer's Prospectus Supplement filed with the SEC on July 23, 2025.

Comment for Type of Reporting Person:  The number of shares represented by the amount in Rows 6, 8 and 9 excludes (i) 10,835,141 shares of common stock that may be purchased by exercising the Issuer's Series A Common Stock Purchase Warrants ("Series A Warrants") and (ii) 10,835,141 shares of common stock that may be purchased by exercising Series B Common Stock Purchase Warrants ("Series B Warrants"), neither of which are currently exercisable within 60 days. Pursuant to the warrant agreements relating to the Series A Warrants and the Series B Warrants, the Series A and Series B warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein American Ventures LLC, Series XII SHOT ("Series XII SHOT") may not exercise its Series A and/or Series B warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XII SHOT together with its affiliates, and any other persons acting as a group together with Series XII SHOT or any of the Series XII SHOT's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XII SHOT, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of the foregoing sentence, the number of shares of common stock beneficially owned by Series XII SHOT and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the Series A and Series B Warrants with respect to which such determination is being made, but shall exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such Warrant beneficially owned by Series XII SHOT or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XII SHOT or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker. The percent of class represented by the amount in Row 9 is based on 121,048,833 shares of the Issuer's common stock issued and outstanding as of July 21, 2025, as reported in the Issuer's Prospectus Supplement filed with the SEC on July 23, 2025.

Comment for Type of Reporting Person:  The number of shares represented by the amount in Rows 6, 8 and 9 excludes (i) 10,835,141 shares of common stock that may be purchased by exercising the Issuer's Series A Common Stock Purchase Warrants ("Series A Warrants") and (ii) 10,835,141 shares of common stock that may be purchased by exercising Series B Common Stock Purchase Warrants ("Series B Warrants"), neither of which are currently exercisable within 60 days. Pursuant to the warrant agreements relating to the Series A Warrants and the Series B Warrants, the Series A and Series B warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein American Ventures LLC, Series XII SHOT ("Series XII SHOT") may not exercise its Series A and/or Series B warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XII SHOT together with its affiliates, and any other persons acting as a group together with Series XII SHOT or any of the Series XII SHOT's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XII SHOT, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of the foregoing sentence, the number of shares of common stock beneficially owned by Series XII SHOT and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the Series A and Series B Warrants with respect to which such determination is being made, but shall exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such Warrant beneficially owned by Series XII SHOT or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XII SHOT or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker. The percent of class represented by the amount in Row 9 is based on 121,048,833 shares of the Issuer's common stock issued and outstanding as of July 21, 2025, as reported in the Issuer's Prospectus Supplement filed with the SEC on July 23, 2025. Additionally, the number of shares represented by the amount in Rows 6, 8 and 9 excludes 7,212 shares of the Issuer's Series B Preferred Stock held by Trajan Holdings LLC ("Trajan"), each share convertible into a number shares of common stock obtained by dividing the stated value of each such share of Series B Preferred Stock ($750) by the conversion price of $0.34. Mr. Wool is the sole member and manager of Trajan and thus has sole voting power and dispositive power over the securities of the Issuer held by Trajan. As a result, Mr. Wool may be deemed to indirectly beneficially own the securities held by Trajan. Mr. Wool disclaims beneficial ownership over any securities held by Trajan other than to the extent of his respective pecuniary interest therein, directly or indirectly.