4//SEC Filing
True Drinks Holdings, Inc. 4
Accession 0000899243-16-018161
$CHUCCIK 0001134765operating
Filed
Apr 13, 8:00 PM ET
Accepted
Apr 14, 6:01 PM ET
Size
10.8 KB
Accession
0000899243-16-018161
Insider Transaction Report
Form 4
SMITH VINCENT C
10% Owner
Transactions
- Purchase
Common Stock Warrant (Right to Acquire)
2016-04-13+33,333,333→ 33,333,333 total(indirect: By LLC)Exercise: $0.15→ Common Stock (33,333,333 underlying) - Purchase
Series C Convertible Preferred Stock
2016-04-13$100.00/sh+50,000$5,000,000→ 106,471 total(indirect: By LLC)→ Common Stock (33,333,333 underlying)
Footnotes (6)
- [F1]On April 13, 2016, 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 25,000 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") effective as of April 13, 2016 (the "Initial Investment"), and, (ii) in the absence of another investor participating, agreed to purchase an additional 25,000 shares of Series C Preferred on or before July 13, 2016 (the "Second Investment"), in each case for $100.00 per share.
- [F2](Continued from Footnote 1) Because the Reporting Person has completed the Initial Investment and, in the absence of another investor participating, Red Beard has committed to complete the Second Investment, the Reporting Person is reporting the acquisition of an aggregate of 50,000 shares of Series C Preferred pursuant to the Purchase Agreement. 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 50,000 shares of Series C Preferred are convertible into 33,333,333 shares of Common Stock (the "Conversion Shares").
- [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 securities 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 100% of the Conversion Shares, which have an exercise price of $0.15 per share. Because the Reporting Person has completed the Initial Investment and, in the absence of another investor participating, Red Beard has committed to complete the Second Investment, the Reporting Person is reporting the acquisition of Warrants to purchase an aggregate of 33,333,333 shares of Common Stock.
- [F6]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
- Filed
- Apr 13, 8:00 PM ET
- Accepted
- Apr 14, 6:01 PM ET
- Size
- 10.8 KB