4//SEC Filing
True Drinks Holdings, Inc. 4
Accession 0000899243-15-003520
$CHUCCIK 0001134765operating
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 9:41 PM ET
Size
14.0 KB
Accession
0000899243-15-003520
Insider Transaction Report
Form 4
SMITH VINCENT C
10% Owner
Transactions
- Purchase
Common Stock Warrant (Right to Acquire)
2015-08-14+2,906,852→ 2,906,852 total(indirect: By LLC)Exercise: $0.17→ Common Stock (2,906,852 underlying) - Purchase
Series C Convertible Preferred Stock
2015-08-14$113.33/sh+14,119$1,600,106→ 14,119 total(indirect: By LLC)→ Common Stock (8,305,294 underlying) - Purchase
Option to Acquire Series C Convertible Preferred Stock
2015-08-14+1→ 17,648 total(indirect: By LLC)Exercise: $113.33→ Series C Convertible Preferred Stock (3,529 underlying)
Footnotes (6)
- [F1]On August 13, 2015, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with Red Beard Holdings, LLC, a Delaware limited liability company ("Red Beard"), pursuant to which Red Beard (i) purchased 7,942 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") effective as of August 13, 2015 (the "Initial Investment"), and (ii) agreed to purchase an additional 6,177 shares of the Series C Preferred on August 28, 2015 (the "Second Investment"), in each case for $113.33 per share.
- [F2](Continued from Footnote 1) Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment, the Reporting Person is reporting the ownership of an aggregate of 14,119 shares of Series C Preferred. Each share of Series C Preferred has a stated value of $100 per share and is convertible into that number of shares of the Issuer's Common Stock (the "Common Stock") equal to the stated value, divided by $0.17 per share. As a result, the 14,119 shares of Series C Preferred are convertible into 8,305,294 shares of the Common Stock.
- [F3]The shares of Series C Preferred are exercisable immediately upon issuance and have no expiration date.
- [F4]The securities reported in this row are held by Red Beard. The Reporting Person is the Manager of Red Beard and has sole power to vote and dispose of the Common Stock held by Red Beard.
- [F5]Pursuant to the Purchase Agreement, Red Beard also acquired warrants (the "Warrants") to purchase that number of shares of Common Stock equal to 35% of the number of shares of Common Stock underlying the shares of Series C Preferred acquired in the Initial Investment and to be acquired in the Second Investment. Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment, the Reporting Person is reporting the ownership of Warrants to purchase an aggregate of 2,906,852 shares of the Common Stock. The Warrants have a five-year term and are immediately exercisable for $0.17 per share.
- [F6]Pursuant to the Purchase Agreement, Red Beard also acquired an option to purchase an additional 3,529 shares of the Series C Preferred for $113.33 per share, which is exercisable on or before September 15, 2015 (the "Option"). The 3,529 shares of Series C Preferred would be convertible into 2,075,882 shares of the Common Stock. If the Option is exercised in full, the Reporting Person would also receive an additional Warrant to purchase 35% of the number of shares of Common Stock underlying the shares of Series C Preferred purchased upon exercise of the Option. Accordingly, if the Option is exercised in full, the Reporting Person would receive Warrants to purchase an aggregate of 726,558 shares of the Common Stock. Upon issuance, the Warrants would have a five-year term and would be immediately exercisable for $0.17 per share.
Documents
Issuer
True Drinks Holdings, Inc.
CIK 0001134765
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001134765
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 9:41 PM ET
- Size
- 14.0 KB