4//SEC Filing
Lewnowski Oskar 4
Accession 0001140361-22-030788
CIK 0001879016other
Filed
Aug 23, 8:00 PM ET
Accepted
Aug 24, 8:19 PM ET
Size
12.2 KB
Accession
0001140361-22-030788
Insider Transaction Report
Form 4
Lewnowski Oskar
Director
Transactions
- Conversion
Common Stock
2022-08-18+945,626→ 7,426,991 total(indirect: By Orion Mine Finance Fund III LP) - Conversion
Common Stock
2022-08-18+868,259→ 6,481,365 total(indirect: By Orion Mine Finance Fund III LP) - Conversion
I-Pulse Convertible Notes
2022-08-18→ 0 total(indirect: By Orion Mine Finance Fund III LP)Exercise: $4.69From: 2022-06-27Exp: 2023-07-31→ Common Stock (868,259 underlying) - Conversion
Share Exchange Option
2022-08-18→ 0 total(indirect: By Orion Mine Finance Fund III LP)Exercise: $10.57→ Common Stock (945,626 underlying)
Footnotes (4)
- [F1]The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- [F2]Upon the consummation of an initial public offering ("IPO") that resulted in gross proceeds of at least $25 million (a "Qualifying IPO"), which was consummated by the Issuer on June 27, 2022, the I-Pulse Convertible Notes, including any accrued but unpaid interest, became exchangeable, in whole or in part, at the option of the holder, into shares of common stock currently held by I-Pulse at a price per share equal to the lesser of (A) 80% of the gross price per share at which common stock is sold in the Qualifying IPO, and (B) $4.6929 per share of common stock (as adjusted for the reverse stock split).
- [F3]On March 30, 2022, Orion Mine Finance Fund III LP ("Orion") entered into a share exchange option agreement with I-Pulse, Inc. ("I-Pulse"). Following any Qualifying IPO, but prior to the 30th day after a shelf registration statement has become effective under the Securities Act of 1933, Orion is entitled to deliver to I-Pulse up to $10 million of shares of common stock of High Power Exploration Inc., a subsidiary of I-Pulse, and receive in exchange shares of common stock of Ivanhoe Electric Inc. (the "Company") currently held by I-Pulse.
- [F4]The conversion price is equal to 90% of the IPO price of the common stock of the Company, since a Qualifying IPO occurred on or before September 30, 2022.
Documents
Issuer
Ivanhoe Electric Inc.
CIK 0001879016
Entity typeother
Related Parties
1- filerCIK 0001892329
Filing Metadata
- Form type
- 4
- Filed
- Aug 23, 8:00 PM ET
- Accepted
- Aug 24, 8:19 PM ET
- Size
- 12.2 KB