4//SEC Filing
Carlson David C. 4
Accession 0000914190-18-000079
CIK 0001503985other
Filed
Feb 25, 7:00 PM ET
Accepted
Feb 26, 7:20 PM ET
Size
17.3 KB
Accession
0000914190-18-000079
Insider Transaction Report
Form 4
ORANGEHOOK, INC.ORHK
CARLSON DAVID C
Chief Financial Officer
Transactions
- Other
Common Stock
2017-12-31+2,706→ 148,248 total - Conversion
Series OH-1 Convertible Preferred Stock
2016-12-27−6,828.45→ 0 totalExercise: $7.00→ Common Stock (145,542 underlying) - Conversion
Common Stock
2016-12-27+145,542→ 145,542 total
Holdings
- 50
Series OH-2 Convertible Preferred Stock
→ Common Stock (7,150 underlying) - 3,575
Common Stock Warrants (right to buy)
Exercise: $7.00Exp: 2021-09-08→ Common Stock (3,575 underlying) - 7,143
Common Stock Warrants (right to buy)
Exercise: $10.00Exp: 2021-09-08→ Common Stock (7,143 underlying) 10% Convertible Promissory Note
Exercise: $7.00→ Common Stock
Footnotes (10)
- [F1]Represents the conversion of 6,828.45 shares of Series OH-1 Convertible Preferred Stock into common stock.
- [F10]Note amount does not reflect accrued interest. Principal and interest are convertible at any time at the election of the holder, and the note is due on demand.
- [F2]Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $13,528.77 of cash dividends accrued on shares of Series OH-2 Convertible Preferred Stock, at a conversion rate of one share of Common Stock per $5.00 of accrued dividends. The conversion was dated effective as of 12-31-17.
- [F3]On 12-1-16, OrangeHook, Inc., a Florida corporation formerly named Nuvel Holdings, Inc. (the "Company"), acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger (the "Transaction"). On 12-27-2016, the Company amended its articles of incorporation to, among other administrative revisions, effect a one-for-1,200,000 reverse stock split of the Company's common stock (the "Reverse Stock Split"). The Reverse Stock Split did not affect the par value of the Company's common stock or the number of shares of capital stock authorized for issuance.
- [F4]Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of OrangeHook common stock and does not have an expiration date.
- [F5]Upon completion of the Reverse Stock Split, all securities convertible or exercisable into shares of Series OH-1 Convertible Preferred Stock were converted into shares or other securities convertible or exercisable into common stock (the "Conversion").
- [F6]This warrant was previously reported as covering 335.13 shares of Series OH-1 at an exercise price of $213.40 per share, but was adjusted to reflect the Conversion.
- [F7]Fully exercisable.
- [F8]This warrant was previously reported as covering 167.73 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- [F9]This note was previously reported as converting to Series OH-1 at a price of $149.20 per share, but was adjusted to reflect the Conversion.
Documents
Issuer
ORANGEHOOK, INC.
CIK 0001503985
Entity typeother
Related Parties
1- filerCIK 0001202593
Filing Metadata
- Form type
- 4
- Filed
- Feb 25, 7:00 PM ET
- Accepted
- Feb 26, 7:20 PM ET
- Size
- 17.3 KB