4/A//SEC Filing
True Drinks Holdings, Inc. 4/A
Accession 0000899243-15-006935
$CHUCCIK 0001134765operating
Filed
Oct 20, 8:00 PM ET
Accepted
Oct 21, 6:15 AM ET
Size
13.4 KB
Accession
0000899243-15-006935
Insider Transaction Report
Form 4/AAmended
SMITH VINCENT C
10% Owner
Transactions
- Other
Common Stock Warrant (Right to Acquire)
2015-09-11+726,559→ 726,559 total(indirect: By LLC)Exercise: $0.17→ Common Stock (726,558 underlying) - Exercise of In-Money
Option to Acquire Series C Convertible Preferred Stock
2015-09-11−1→ 0 total(indirect: By LLC)Exercise: $113.33→ Series C Convertible Preferred Stock (3,529 underlying) - Exercise of In-Money
Series C Convertible Preferred Stock
2015-09-11$113.33/sh+3,529$399,942→ 17,648 total(indirect: By LLC)→ Common Stock (2,352,666 underlying)
Footnotes (8)
- [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, among other things, Red Beard acquired an option to purchase 3,529 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") for $113.33 per share, exercisable on or before September 15, 2015 (the "Option").
- [F2]The Option was immediately exercisable when granted. On September 11, 2015, Red Beard delivered a notice of exercise to the Issuer with respect to the full amount of the shares of Series C Preferred covered by the Option.
- [F3]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 securities held by Red Beard.
- [F4]Each share of Series C Preferred has a stated value of $100 per share (the "Stated Value") and is convertible into that number of shares of the Issuer's Common Stock (the "Common Stock") equal to the Stated Value, divided by $0.15 per share. As a result, the 3,529 shares of Series C Preferred are convertible into 2,352,666 shares of the Common Stock.
- [F5]The shares of Series C Preferred are convertible immediately upon issuance and have no expiration date.
- [F6]Pursuant to the Purchase Agreement, Red Beard purchased 7,942 shares of the Series C Preferred on August 13, 2015 and 6,177 shares of the Series C Preferred on August 28, 2015 per share. As a result, following the exercise of the Option, Red Beard holds an aggregate of 17,648 shares of the Series C Preferred.
- [F7]Pursuant to the Purchase Agreement, upon the exercise of the Option, Red Beard received warrants (the "Warrants") to purchase 35% of the number of shares of Common Stock determined by dividing (x) the Stated Value of the shares of Series C Preferred received upon exercise of the Option by (y) the exercise price of the Warrants, which is $0.17 per share. Accordingly, Red Beard received Warrants to purchase an aggregate of 726,558 shares of the Common Stock.
- [F8]The Warrants have a five-year term and are immediately exercisable.
Documents
Issuer
True Drinks Holdings, Inc.
CIK 0001134765
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001134765
Filing Metadata
- Form type
- 4/A
- Filed
- Oct 20, 8:00 PM ET
- Accepted
- Oct 21, 6:15 AM ET
- Size
- 13.4 KB