4//SEC Filing
Bayshore Capital LLC 4
Accession 0001104659-22-107811
CIK 0001083301other
Filed
Oct 10, 8:00 PM ET
Accepted
Oct 11, 7:34 PM ET
Size
13.6 KB
Accession
0001104659-22-107811
Insider Transaction Report
Form 4
TERAWULF INC.WULF
Pascual Bryan J.
10% Owner
Transactions
- Purchase
Warrants to Purchase Common Stock
2022-10-06+1,587,302→ 1,587,302 total(indirect: By LLC)Exercise: $1.93From: 2022-10-06Exp: 2027-10-06→ Common Stock (1,587,302 underlying) - Purchase
Common stock, $0.001 par value per share
2022-10-06+1,587,302→ 15,926,342 total(indirect: By LLC)
Holdings
- 2,500(indirect: By Trust)
Series A Convertible Preferred Stock
→ Common Stock (250,000 underlying)
Bayshore Capital LLC
10% Owner
Transactions
- Purchase
Common stock, $0.001 par value per share
2022-10-06+1,587,302→ 15,926,342 total(indirect: By LLC) - Purchase
Warrants to Purchase Common Stock
2022-10-06+1,587,302→ 1,587,302 total(indirect: By LLC)Exercise: $1.93From: 2022-10-06Exp: 2027-10-06→ Common Stock (1,587,302 underlying)
Holdings
- 2,500(indirect: By Trust)
Series A Convertible Preferred Stock
→ Common Stock (250,000 underlying)
Footnotes (5)
- [F1]Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately.
- [F2]The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.
- [F3]Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
- [F4]As of the date of the acquisition of the Preferred Stock, the 2,500 shares of Preferred Stock reported on this report were convertible into 250,000 shares of Common Stock. The Preferred Stock does not expire.
- [F5]The reported shares of Preferred Stock are held by the Trust. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Preferred Stock held by the Trust. Each of the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose.
Documents
Issuer
TERAWULF INC.
CIK 0001083301
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001885426
Filing Metadata
- Form type
- 4
- Filed
- Oct 10, 8:00 PM ET
- Accepted
- Oct 11, 7:34 PM ET
- Size
- 13.6 KB