4//SEC Filing
Chanley David 4
Accession 0000902664-24-006039
CIK 0001239819other
Filed
Oct 28, 8:00 PM ET
Accepted
Oct 29, 4:05 PM ET
Size
10.4 KB
Accession
0000902664-24-006039
Insider Transaction Report
Form 4
Chanley David
Director
Transactions
- Exercise/Conversion
Option (right to buy)
2024-10-25−3,000→ 9,500 total(indirect: See footnote)Exercise: $1000.00→ Series B Convertible Preferred Stock (3,000 underlying) - Exercise/Conversion
Series B Convertible Preferred Stock
2024-10-25+3,000→ 55,500 total(indirect: See footnote)→ Common Stock (447,759 underlying)
Footnotes (6)
- [F1]The Option to purchase Series B Convertible Preferred Stock ("Preferred Stock") can be exercised at any time on or prior to December 21, 2026.
- [F2]Pursuant to that certain Letter Agreement, dated October 25, 2024, between the Issuer and the White Hat Funds (as defined below) (the "Letter Agreement"), the White Hat Funds exercised a portion of their right to buy, on a pro rata basis, and the Issuer agreed to issue and sell, 3,000 shares of the Preferred Stock in exchange for the White Hat Fund's consent, as holders of the outstanding Preferred Stock, to the Issuer's entry into certain Transaction Documents (as defined in the Letter Agreement) and an amount in cash equal to the par value thereof, in accordance with that certain Subscription Agreement, dated December 21, 2023, by and among the Issuer and the White Hat Funds, as amended by the Letter Agreement, which is attached as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2024.
- [F3]The securities reported herein are held by certain funds (the "White Hat Funds") managed by White Hat Capital Partners LP, a Delaware limited partnership (the "WH Investment Manager"). Mr. David J. Chanley (the "Reporting Person") serves as the co-managing member of the general partner of the WH Investment Manager. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
- [F4]Conversion price of $6.70, subject to adjustments as set forth in the Certificate of Designations of the Preferred Stock (the "CoD").
- [F5]Holders of Preferred Stock have the right to convert their shares of Preferred Stock at or following the earlier to occur of (x) December 21, 2024 and (y) immediately prior to (and conditioned upon) the consummation of a Change of Control (as defined in the CoD). Subject to the terms and conditions set forth in the CoD, the Issuer has the right to designate any business day after December 21, 2024 as a conversion date for all or any portion that is a whole number of the outstanding shares of Preferred Stock.
- [F6]The Preferred Stock has no expiration date.
Documents
Issuer
LUNA INNOVATIONS INC
CIK 0001239819
Entity typeother
Related Parties
1- filerCIK 0002004735
Filing Metadata
- Form type
- 4
- Filed
- Oct 28, 8:00 PM ET
- Accepted
- Oct 29, 4:05 PM ET
- Size
- 10.4 KB