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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $ 0.5 | 10/04/2006(1) | (2) | Common Stock | 3,050,000 | 3,050,000 | I | By PawnMart, Inc. (3) | |||||||
| 6.5% Convertible Note Due 2016 | $ 0.5 | 10/11/2006 | P | $ 950,000 | 10/15/2009(4) | 10/15/2016 | Common Stock | 1,900,000 | $ 0 | $ 950,000 | I | By PawnMart, Inc. (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| XPONENTIAL INC 6400 ATLANTIC BOULEVARD, SUITE 190 NORCROSS, GA 30071 |
X | |||
| Dwayne A. Moyers | 10/12/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | PawnMart, Inc. has entered into a separate agreement with the issuer pursuant to which PawnMart has agreed that, on or before the earlier to occur of September 30, 2008 or a sale of the issuer, PawnMart will not convert such number of shares of preferred stock that, combined with PawnMart's and its affiliates' then holdings of common stock of the issuer, will cause PawnMart and its affiliates to own more than twenty-five percent (25%) of the outstanding common stock of the issuer. |
| (2) | The securities have no expiration date. |
| (3) | PawnMart, Inc, is a wholly-owned subsidiary of the reporting person. |
| (4) | The Note is voluntarily convertible, in whole or in part, by the reporting person at any time after October 14, 2009. The Note will automatically convert upon (i) a consolidation or merger of the Issuer with or into any other entity, or any other corporate reorganization in which the Issuer is not the surviving entity, or any transaction or series of related transactions by the Issuer in which in excess of 50% of the Issuer's voting power is transferred, or a sale of all substantially all of the assets of the Issuer; (ii) the closing of a firmly underwritten public offering pursuant to a registration statement filed by the Issuer under the Securities Act, with aggregate gross proceeds in excess of $7,500,000 and at a price of not less than $10.00 per share of common stock; or (iii) October 15, 2016. |