4//SEC Filing
ANDAIN, INC. 4
Accession 0000721748-13-000339
CIK 0001321502operating
Filed
Jul 9, 8:00 PM ET
Accepted
Jul 10, 3:52 PM ET
Size
11.9 KB
Accession
0000721748-13-000339
Insider Transaction Report
Form 4
ANDAIN, INC.ANDN
FIALKOV GERALD
10% Owner
Transactions
- Other
Common Stock
2013-07-01$0.01/sh+21,316,000$170,528 - Other
Common Stock
2012-01-01+20,000 - Other
Option
2013-04-10+1→ 2 total→ Common Stock
Footnotes (5)
- [F1]The Company has issued an additional 20,000 restricted shares of common stock issued effective on January 1, 2012 in order that the total value of the shares issued for 2011 (80,000 - $0.75 per share) for rent of offices provided by 1568934 Ontario Limited, an Ontario limited partnership ("Ontario") (which is controlled by Gerald Fialkov) located in Beverly Hills, California equals $60,000 (the Company pays restricted shares of common stock to cover the value of $5,000 each month for rent, electricity, telephones, and other expenses of the office) - on August 8, 2011, the Company issued 60,000 restricted shares of common stock, valued at $45,000.
- [F2]On April 10, 2013, the Company entered into a Regulation S Stock Purchase Agreement with Ontario. Under this agreement, Ontario purchased from the Company 21,316,000 shares of the Company's common stock for the sum of $180,000. These shares were issued by the Company and received by Ontario on July 1, 2013.
- [F3]Of the total 28,838,486 shares, 37,000 shares are owned through HJG Partnership, an Ontario partnership, under the partial control of Mr. Fialkov. The remaining shares are owned by Ontario. Most recently, the total included 1,000,000 shares of common stock underlying a stock option issued in connection with a Regulation S Stock Purchase Agreement between the Company and Ontario, dated January 14, 2011. This option was exercisable at a price that is equal to the public offering price of the Company's common stock in a future Form S-1 registration statement and is exercisable for a period of 24 months from the Company's Form 15c2-11 filing with Financial Industry Regulatory Authority ("FINRA") (which occurred on April 12, 2011). Therefore, this option expired unexercised after April 12, 2013 and has therefore been taken out of the total as reported in the last filed Form 4 and Form 10-K for the Company.
- [F4]In connection with the purchase of the Company's common stock under the agreement with Ontario (as discussed above), the Company granted to Ontario an option to purchase up to 6,800,000 restricted shares of Company common stock at an exercise price equal to 67% of the lowest share price of the first one million shares sold by the Company's underwriter to the public as of the Company public offering set in a Form S-1 registration statement to be filed with the Securities and Exchange Commission ("SEC"). The exercise period for this option commences the day following the date that the Company's underwriter completes the sale of the first 1,000,000 shares of the common stock and continuing up to 5:00 p.m. Pacific Standard Time on a date which is 24 months from the date of such sale of the aforementioned shares.
- [F5]On January 5, 2012, the Company granted to Ontario, in connection with the purchase agreement dated December 26, 2011, an option to purchase two shares of Company common stock for each share purchased under this agreement, for a total of up to 5,181,818 restricted shares of common stock. The exercise price of this option is 67% of the lowest share price of the first one million shares sold by the Company's underwriter to the public as of the Company public offering as set for in a Form S-1 registration statement to be filed with the SEC at a later time. This option will be exercisable commencing the following day the Company's underwriter completes the sale of the first 1,000,000 shares of the common stock and continuing up to 5:00 p.m. Pacific Standard Time on a date which is 24 months from such date.
Documents
Issuer
ANDAIN, INC.
CIK 0001321502
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001321502
Filing Metadata
- Form type
- 4
- Filed
- Jul 9, 8:00 PM ET
- Accepted
- Jul 10, 3:52 PM ET
- Size
- 11.9 KB