| | | | | | | | | | | | | | | | | | | | | |
Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 2/12/21 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1448705 |
| Issuer Name: BASANITE, INC. |
| Issuer Trading Symbol: BASA |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1699571 |
| | Owner Name: LoRicco Ronald Joseph Sr. |
| Reporting Owner Address: |
| | Owner Street 1: 216 CROWN STREET |
| | Owner Street 2: SUITE 502 |
| | Owner City: NEW HAVEN |
| | Owner State: CT |
| | Owner ZIP Code: 06510 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 31,646,367 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F1 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,397,269 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F2 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,566,667 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,566,667 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F4 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 500,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F5 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Convertible Promissory Note |
| | Conversion or Exercise Price: |
| | | Footnote ID: F6 |
| | Transaction Date: |
| | | Value: 2/12/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F6 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Total Value: |
| Value: 1,207,504 |
| | | Transaction Price Per Share: |
| Value: 1,207,504 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 2/12/21 |
| | Expiration Date: |
| | | Footnote ID: F6 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F6 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F8 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Warrant |
| | Conversion or Exercise Price: |
| | | Value: 0.20 |
| | Transaction Date: |
| | | Value: 2/12/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F7 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 11,250,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F7 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 2/12/21 |
| | Expiration Date: |
| | | Value: 2/12/26 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 11,250,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 11,250,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F8 |
Footnotes: |
| Footnote - F1: All of these shares are held in the name of RVRM Holdings LLC, which is controlled by the Reporting Person. |
| Footnote - F2: All of these shares are held in the name of First New Haven Mortgage Company, which is controlled by the Reporting Person. |
| Footnote - F3: All of these shares are held in the name of ARGJ, LLC ("ARGJ"). The Reporting Person's brother, Richard LoRicco, Jr., is the manager of ARGJ. The Reporting Person is neither a manager nor a member of ARGJ. The Reporting Person disclaims beneficial ownership of all of the securities that are beneficially owned by ARGJ, except to the extent, if any, of his pecuniary interest therein. |
| Footnote - F4: All of these shares are held in the name of RJC3, LLC ("RJC3"). The Reporting Person's brother, Richard LoRicco, Jr., is the manager of RJC3. The Reporting Person is neither a manager nor a member of RJC3. The Reporting Person disclaims beneficial ownership of all of the securities that are beneficially owned by RJC3, except to the extent, if any, of his pecuniary interest therein. |
| Footnote - F5: All of these shares are held in the name of LoRi Co., which is controlled by the Reporting Person. |
| Footnote - F6: This convertible promissory note bears a per annum interest rate of 20%, has a maturity date of May 12, 2021 and may be converted at the option of the Reporting Person at a per share conversion price equal to the per shares cash price paid by any third party investors with total proceeds to the Issuer of not less $500,000 while amounts remain outstanding under the convertible promissory note (the "Note"). |
| Footnote - F7: This common stock warrant (the "Warrant") was issued in connection with the Note described in footnote 6 above. |
| Footnote - F8: The Note and the Warrant are held by The Richard A. LoRicco Sr. and Lucille M. LoRicco Irrevocable Insurance Trust DTD 4/28/95, Louis Demaio as Trustee (the "Trust") The Trust is maintained by Richard A. LoRicco Sr. and Lucille M. LoRicco, who are the parents of the Reporting Person. The Reporting Person disclaims beneficial ownership of the Notes and the Warrants held by the Trust, except to the extent, if any, of his pecuniary interest therein. |
Owner Signature: |
| Signature Name: /s/ Ronald J. LoRicco Sr. |
| Signature Date: 2/17/21 |