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4//SEC Filing

Peyton Whitney E. 4

Accession 0000914190-18-000092

CIK 0001503985other
View on SEC.govCompany Profile

Filed

Feb 27, 7:00 PM ET

Accepted

Feb 28, 10:30 AM ET

Size

30.2 KB

Accession

0000914190-18-000092

Insider Transaction Report

Form 4
Period: 2016-12-27
ORANGEHOOK, INC.ORHK
Peyton Whitney E.
Director10% Owner
Transactions
  • Conversion

    Common Stock

    2016-12-27+499,144→ 499,144 total
  • Conversion

    Common Stock

    2016-12-27+240,326→ 240,326 total(indirect: By TruSec ID, Inc.)
  • Other

    Common Stock

    2017-12-31+27,058→ 526,202 total
  • Conversion

    Series OH-1 Convertible Preferred Stock

    2016-12-27−23,418.53→ 0 total
    → Common Stock (499,144 underlying)
  • Other

    10% Convertible Promissory Note

    2017-12-31
    Exercise: $7.00→ Common Stock
  • Conversion

    Series OH-1 Convertible Preferred Stock

    2016-12-01−11,275.47→ 0 total(indirect: By TruSec ID, Inc.)
    → Common Stock (240,326 underlying)
  • Other

    Series OH-2 Convertible Preferred Stock

    2017-12-31+5,458→ 5,458 total
    → Common Stock (780,494 underlying)
  • Other

    Common Stock Warrants (right to buy)

    2017-12-31+390,247→ 390,247 total
    Exercise: $7.00Exp: 2024-12-31→ Common Stock (390,247 underlying)
Holdings

  • Common Stock Warrants (right to buy)

    Exercise: $0.01Exp: 2018-05-04→ Common Stock (10,000 underlying)
    10,000

  • Common Stock Warrants (right to buy)

    Exercise: $10.00Exp: 2021-05-04→ Common Stock (14,286 underlying)
    14,286

  • Series OH-2 Convertible Preferred Stock

    → Common Stock (71,500 underlying)
    500

  • Common Stock Warrants (right to buy)

    Exercise: $7.00Exp: 2020-11-20→ Common Stock (12,500 underlying)
    12,500

  • Common Stock Warrants (right to buy)

    Exercise: $7.00Exp: 2021-12-02→ Common Stock (35,750 underlying)
    35,750
Footnotes (15)
  • [F1]Represents the conversion of 23,418.53 shares of Series OH-1 Convertible Preferred Stock into common stock.
  • [F10]This warrant was previously reported as covering 670.26 shares of Series OH-1 at an exercise price of $213.14 per share, but was adjusted to reflect the Conversion.
  • [F11]This warrant was previously reported as covering 1,677.30 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
  • [F12]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.
  • [F13]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.
  • [F14]Mr. Peyton is the sole director of TruSec ID, Inc. and disclaims beneficial ownership of the shares held by TruSec ID, Inc. except to the extent of his pecuniary interest therein.
  • [F15]Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued Units, consisting of Series OH-2 Preferred Stock and Warrants, upon the conversion of outstanding debt, with a conversion price of one Unit per $1,000 of converted debt. The conversion was dated effective as of 12-31-17.
  • [F2]Represents the conversion of 11,275.47 shares of Series OH-1 Convertible Preferred Stock into common stock.
  • [F3]Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $135,287.69 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.
  • [F4]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.
  • [F5]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.
  • [F6]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").
  • [F7]This warrant was previously reported as covering 469.17 shares of Series OH-1 at an exercise price of $0.21 per share, but was adjusted to reflect the Conversion.
  • [F8]Fully exercisable.
  • [F9]This warrant was previously reported as covering 586.47 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.

Documents

1 file

Issuer

ORANGEHOOK, INC.

CIK 0001503985

→
Entity typeother

Related Parties

1
  • filerCIK 0001683874

Filing Metadata

Form type
4
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 10:30 AM ET
Size
30.2 KB
View on SEC.gov