3//SEC Filing
VDA GROUP S.p.A. 3
Accession 0001104659-22-004880
CIK 0001094084other
Filed
Jan 17, 7:00 PM ET
Accepted
Jan 18, 3:54 PM ET
Size
12.0 KB
Accession
0001104659-22-004880
Insider Transaction Report
Form 3
TELKONET INCTKOI
VDA Holding S.A.
Other
Holdings
- 162,900,947
Common Stock
Warrant (right to buy)
Exercise: $0.00Exp: 2027-01-07→ Common Stock (105,380,666 underlying)
METI Holding Sarl
Other
Holdings
Warrant (right to buy)
Exercise: $0.00Exp: 2027-01-07→ Common Stock (105,380,666 underlying)- 162,900,947
Common Stock
VDA GROUP S.p.A.
Other
Holdings
- 162,900,947
Common Stock
Warrant (right to buy)
Exercise: $0.00Exp: 2027-01-07→ Common Stock (105,380,666 underlying)
De Paulis Flavio
Other
Holdings
- 162,900,947
Common Stock
Warrant (right to buy)
Exercise: $0.00Exp: 2027-01-07→ Common Stock (105,380,666 underlying)
Footnotes (3)
- [F1]These securities are owned solely by VDA Group S.p.A. ("VDA Group"), which is filing a joint Form 3 on behalf of itself, VDA Holding, S.A. ("VDA Holding"), Meti Holding Sarl ("Meti Holding"), and Flavio De Paulis ("F. De Paulis", and together with VDA Group, VDA Holding and Meti Holding, the "Reporting Persons") relating to shares of common stock, par value $0.001, (the "Shares"), of Telkonet, Inc., a Utah corporation (the "Issuer"). On August 6, 2021, the Issuer and VDA Group entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") and the Closing of the Stock Purchase Agreement occurred on January 7, 2022 (the "Closing"). Pursuant to the terms and conditions of the Stock Purchase Agreement, VDA Group acquired, in consideration of a capital contribution to the Issuer of $5,000,000, (A) 162,900,947 Shares of the Issuer (the "Telkonet Shares"), and (B) a warrant ("Warrant") to purchase 105,380,666 additional Shares.
- [F2]VDA Group directly owns the Telkonet Shares and the Warrant. VDA Holding may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of it being the sole shareholder of VDA Group. Meti Holding may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of it being the 82.7% shareholder of VDA Holding. F. De Paulis may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of him being the sole shareholder of Meti Holding.
- [F3]Under the terms of the Warrant, VDA Group, is entitled to purchase 105,380,666 Shares of the Issuer at an exercise price of $.001 per share, at any time beginning on the date the Issuer achieves a volume weighted average price of the aggregate outstanding Shares of at least $17,000,000, measured for a period of time consisting of sixty (60) consecutive trading days and ending five years after the date of issuance of the Warrant; provided, however, that the Warrant may not be exercised for the first 12 months from January 7, 2022.
Documents
Issuer
TELKONET INC
CIK 0001094084
Entity typeother
IncorporatedItaly
Related Parties
1- filerCIK 0001877771
Filing Metadata
- Form type
- 3
- Filed
- Jan 17, 7:00 PM ET
- Accepted
- Jan 18, 3:54 PM ET
- Size
- 12.0 KB