4//SEC Filing
RVUE HOLDINGS, INC. 4
Accession 0001078782-17-000141
CIK 0001455206operating
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 4:30 PM ET
Size
15.9 KB
Accession
0001078782-17-000141
Insider Transaction Report
Form 4
Roche Robert W.
10% Owner
Transactions
- Purchase
Convertible Note
2016-10-11$0.00/sh→ 77,277,970 total(indirect: See footnote)Exercise: $0.00→ Common Stock (77,277,970 underlying) - Purchase
Convertible Note
2017-01-31$0.00/sh→ 30,757,401 total(indirect: See footnote)Exercise: $0.00→ Common Stock (30,757,401 underlying)
Holdings
- 200,000(indirect: See footnote)
Options (right to buy)
Exercise: $0.20From: 2011-06-21Exp: 2020-12-21→ Common Stock (200,000 underlying) - 166,666
Common Stock
- 5,833,333(indirect: See footnote)
Warrants
Exercise: $0.20From: 2012-07-24Exp: 2017-07-24→ Common Stock (5,833,333 underlying) - 143,176,276(indirect: See footnote)
Common Stock
Footnotes (6)
- [F1]Securities owned by Roche Enterprises, Ltd., formerly known as Acorn Composite Corp., a corporation of which Mr. Roche is the sole shareholder. Mr. Roche may be deemed to have a pecuniary interest in such securities.
- [F2]As reported in the Company's Press Release dated January 31, 2017, the Company executed documentation with Roche Enterprises, Ltd., a corporation formerly known as Acorn Composite Corp. and a major shareholder of the Company ("Roche Enterprises"), pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note in the principal amount of $80,000 (the "January 2017 Convertible Note"). The January 2017 Convertible Note matures 30 days following the date on which a final drawdown of funds under the January 2017 Convertible Note occurs, which final drawdown will occur in March 2017, but is subject to extension by up to an additional three months, in the sole discretion of Roche Enterprises. (Continued)
- [F3](Footnote 2 Continuation) The conversion price is $0.002601 per share, which is equal to the weighted average conversion price paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Company during 2016. The number of shares of Common Stock issuable upon conversion of the January 2017 Convertible Note may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto.
- [F4]As reported in the Company's Current Report on Form 8-K filed with the SEC on October 18, 2016, on October 11, 2016, the Company executed documentation with Roche Enterprises, pursuant to which Roche Enterprises provided the Company with short-term bridge financing in the form of a Senior Secured Convertible Promissory Note in the principal amount of $201,000 (the "2016 Convertible Note"). The 2016 Convertible Note contained an original maturity date of December 1, 2016 but on November 30, 2016, Roche Enterprises exercised its right to extend the maturity date, in its sole discretion, by up to an additional three months. The 2016 Convertible Note, as originally executed, contained a mutual mistake as to the correct conversion price of the outstanding balance of the note, should Roche Enterprises elect to convert it. (Continued)
- [F5](Footnote 4 Continuation) The Company and Roche Enterprises executed an amended and restated 2016 Convertible Note on December 28, 2016 containing the correct conversion price of $0.002601 per share, which is equal to the weighted average conversion price paid by Carebourn Capital, L.P. upon conversion of its promissory note into the equity securities of the Company during 2016. The 2016 Convertible Note, as amended and restated on December 28, 2016, no longer contains a liquidation preference. The number of shares of Common Stock issuable upon conversion of the 2016 Convertible Note, as amended and restated, may increase, to the extent that such conversion reflects any accrued interest and fees with respect thereto.
- [F6]Each of the 2016 Convertible Note, as amended and restated, and the January 2017 Convertible Note is convertible into Common Stock at any time.
Documents
Issuer
RVUE HOLDINGS, INC.
CIK 0001455206
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0001455206
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 4:30 PM ET
- Size
- 15.9 KB