Sec Form 3 Filing - He Huijun @ FCCC INC - 2021-04-26-05:00

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
He Huijun
2. Issuer Name and Ticker or Trading Symbol
FCCC INC [ FCIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and Vice President
(Last) (First) (Middle)
7700 IRVINE CENTER DRIVE STE 800
3. Date of Earliest Transaction (MM/DD/YY)
04/26-05:00/2021
(Street)
IRVINE, CA92618
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 380,000 D
Common Stock 456,000 ( 1 ) I See footnote ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subscription Agreement ( 2 ) $ 0.23 ( 2 ) 07/25-05:00/2021 Common Stock 695,652 D
Option to Purchase Convertible Promissory Note ( 3 ) $ 0.23 ( 3 ) 07/25-05:00/2021 Common Stock 290,458 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
He Huijun
7700 IRVINE CENTER DRIVE STE 800
IRVINE, CA92618
X CEO and Vice President
Signatures
/s/ Huijun He 05/03-05:00/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )American Public Investment Co. ("API") is a direct beneficial owner of 1,520,000 shares of the Issuer's common stock. Mr. He is an officer, director and a thirty percent (30%) shareholder of API. Mr. He disclaims beneficial ownership of any securities beneficially owned by API, except to the extent of his pecuniary interest therein.
( 2 )On April 26, 2021, the Issuer entered into a Subscription Agreement (the "Subscription Agreement") with Mr. He to issue and sell 695,652 shares (the "Shares") of the Issuer's common stock to Mr. He for a price of $159,999.96, or $0.23 per share (the "Private Placement"). Pursuant to the terms of the Subscription Agreement, the sale of the Shares will take place, at the election of Mr. He, on or before July 25, 2021.
( 3 )On April 26, 2021, Mr. He entered into an Note Purchase Option Agreement (the "Option Agreement") with Mr. Frederick L. Farrar, whereby Mr. Farrar granted to Mr. He a 90-day option to acquire a convertible promissory note, dated September 21, 2020, in the aggregate principal amount of $65,000.00, dated September 21, 2020, previously issued by the Issuer to Mr. Farrar (the "Note"), for a purchase price equal to the then outstanding principal and accrued and unpaid interest on the Note. The Note accrues interest at 5.0% per annum and is scheduled to mature and become payable on October 31, 2022. The holder of the Note has the option, on or prior to maturity, to convert all (but not less than all) of the amount due under the Note into shares of the Company's common stock at a conversion price of $0.23 per share. The current outstanding principal and accrued and unpaid interest of the Note, if converted into common stock, would result in the issuance of 290,458 shares upon the conversion of the Note. The number of shares of common stock to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within two business days after conversion. The Option Agreement expires on July 25, 2021.

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