Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

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^*

Schwartz Matthew Wilson

(Last)

(First)

(Middle)

C/O THERALINK TECHNOLOGIES, INC.

15000 W. 6TH AVE., #400

(Street)

GOLDEN

80401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THERALINK TECHNOLOGIES, INC. [ THER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
10% O.I.D. Senior Secured Convertible Debenture	$0.003⁽¹⁾	11/29/2022		J⁽²⁾		$120,999		11/29/2023⁽³⁾	11/29/2023⁽³⁾	Common Stock	40,332,963⁽⁴⁾	$0⁽²⁾	$120,999	D
8% Convertible Promissory Note	$0.0048	11/29/2022	11/29/2022	J⁽²⁾			$105,216	07/01/2022	04/01/2027	Common Stock	21,008,403	$0⁽²⁾	$0	D
Common Stock Purchase Warrant	$0.003⁽¹⁾	11/29/2022		J⁽²⁾		34,571,111		11/29/2023⁽³⁾	05/29/2029⁽⁵⁾	Common Stock	34,571,111	$0⁽²⁾	34,571,111	D
Common Stock Purchase Warrant	$0.003⁽⁶⁾	11/29/2022		J⁽⁶⁾		4,201,681		07/01/2022	04/01/2027	Common Stock	4,201,681	$0⁽⁶⁾	4,201,681	D

Explanation of Responses:

1. Assumes a fixed conversion price of $0.003, but such conversion price is subject to adjustment as set forth in the debenture and warrant, respectively.

2. The Reporting Person was issued a 10% Original Issue Discount ("O.I.D.") Senior Secured Convertible Debenture in the principal amount of $120,998.89 and 34,571,111 warrants in exchange for the 8% Convertible Promissory Note in the principal amount of $105,216 previously issued to the Reporting Person.

3. The debenture and warrants described in footnote 2 are subject to mandatory conversion upon the occurrence of certain events, as outlined in the debentures and warrants, respectively. The original maturity date of the debentures was subsequently extended to February 29, 2024.

4. Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of common stock.

5. Expiration Date in the event a Qualified Offering is not consummated prior to the maturity date of the debentures the Warrants are issued in connection with.

6. In connection with the note exchange describe in footnote 2, the Reporting Person entered into an amendment to its previously issued Common Stock Purchase Warrant amending the exercise price to $0.003 (and subject to adjustment in the event of certain fundamental transactions described in the amended warrant).

	Matthew Wilson Schwartz	01/26/2024
	** 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).
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