| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FORMATION MINERALS, INC. [ FOMI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 04/30/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 12/17/2022 | D4 | 56,821,000 | D(1) | (1) | 5,380,000 | D | ||||||||
| Common Stock | 7,722,209 | D(2) | |||||||||||||
| Common Stock | 7,722,209 | I(3) | By Connell Trainor(3) | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Class A Preferred Stock | (4) | 01/07/2022 | 4D(5) | 23,871 | (4) | (4) | Common Stock | 23,871,000 | (4) | 0 | D | |||
| Explanation of Responses: |
| 1. These shares of common stock, par value $0.01 per share ("Common Stock") of SensaSure Technologies, Inc., now known as Formation Minerals, Inc. (the "Issuer"), which were cancelled for no consideration upon the Reporting Person's resignation as chief executive officer and chairman of the board of directors of the Issuer, effective as of December 17, 2022. |
| 2. The Reporting Person owns these shares jointly with his spouse and has the sole voting and dispositive power over these shares and as such may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 3. The Reporting Person has shared voting and dispositive power over the shares of Common Stock held directly by Connell Trainor and as such may be deemed to beneficially own such shares. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 4. These shares of class A preferred stock, par value $0.001 per share of the Issuer ("Class A Preferred Stock") were granted to the Reporting Person as compensation for his services as chief executive officer and chairman of the board of directors of the Issuer. Shares of Class A Preferred Stock have a conversion rate of 1 to 1,000 shares of Common Stock, at a price of $0.07 per share, and such conversion can occur subject to various performance condition, service conditions and lock up period that will vary for each of the issuances. |
| 5. The Reporting Person resigned from his positions of chief executive officer and chairman of the board of directors of the Issuer on December 17, 2022 and in connection therewith these shares were cancelled for no consideration upon such resignation. |
| /s/ John Trainor | 08/16/2024 | |
| ** 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 Number. | ||