4//SEC Filing
Radioio, Inc. 4
Accession 0001213900-13-007181
CIK 0001005758operating
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 11:03 AM ET
Size
25.5 KB
Accession
0001213900-13-007181
Insider Transaction Report
Form 4
Radioio, Inc.IWDMD
McAdoo Zachary
10% Owner
Transactions
- Award
Common Stock, par value $.001 per share
2013-12-11+327,184→ 327,184 total(indirect: By Zanett Opportunity Fund, Ltd.) - Disposition to Issuer
Common Stock, par value $.001 per share
2013-12-11−10,500,000→ 0 total - Award
Common Stock, par value $.001 per share
2013-12-11+126,320→ 948,554 total(indirect: By Zanett Opportunity Fund, Ltd.) - Award
Common Stock, par value $.001 per share
2013-12-11+105,000→ 105,000 total - Disposition to Issuer
Preferred Stock, par value $.001 per share
2013-12-11−1,000,000→ 0 total(indirect: By Zanett Opportunity Fund, Ltd.)→ Common Stock (495,050 underlying) - Award
Common Stock, par value $.001 per share
2013-12-11+495,050→ 822,234 total(indirect: By Zanett Opportunity Fund, Ltd.) - Disposition to Issuer
10% Convertible Debenture
2013-12-11→ 0 total(indirect: By Zanett Opportunity Fund, Ltd.)→ Common Stock (126,320 underlying) - Disposition to Issuer
Common Stock, par value $.001 per share
2013-12-11−32,718,364→ 0 total(indirect: By Zanett Opportunity Fund, Ltd.)
McAdoo Capital, Inc.
10% Owner
Transactions
- Award
Common Stock, par value $.001 per share
2013-12-11+126,320→ 948,554 total(indirect: By Zanett Opportunity Fund, Ltd.) - Award
Common Stock, par value $.001 per share
2013-12-11+327,184→ 327,184 total(indirect: By Zanett Opportunity Fund, Ltd.) - Award
Common Stock, par value $.001 per share
2013-12-11+105,000→ 105,000 total - Disposition to Issuer
Common Stock, par value $.001 per share
2013-12-11−32,718,364→ 0 total(indirect: By Zanett Opportunity Fund, Ltd.) - Disposition to Issuer
Preferred Stock, par value $.001 per share
2013-12-11−1,000,000→ 0 total(indirect: By Zanett Opportunity Fund, Ltd.)→ Common Stock (495,050 underlying) - Disposition to Issuer
Common Stock, par value $.001 per share
2013-12-11−10,500,000→ 0 total - Award
Common Stock, par value $.001 per share
2013-12-11+495,050→ 822,234 total(indirect: By Zanett Opportunity Fund, Ltd.) - Disposition to Issuer
10% Convertible Debenture
2013-12-11→ 0 total(indirect: By Zanett Opportunity Fund, Ltd.)→ Common Stock (126,320 underlying)
Zanett Opportunity Fund, Ltd.
10% Owner
Transactions
- Award
Common Stock, par value $.001 per share
2013-12-11+105,000→ 105,000 total - Award
Common Stock, par value $.001 per share
2013-12-11+126,320→ 948,554 total(indirect: By Zanett Opportunity Fund, Ltd.) - Disposition to Issuer
10% Convertible Debenture
2013-12-11→ 0 total(indirect: By Zanett Opportunity Fund, Ltd.)→ Common Stock (126,320 underlying) - Award
Common Stock, par value $.001 per share
2013-12-11+327,184→ 327,184 total(indirect: By Zanett Opportunity Fund, Ltd.) - Disposition to Issuer
Common Stock, par value $.001 per share
2013-12-11−10,500,000→ 0 total - Award
Common Stock, par value $.001 per share
2013-12-11+495,050→ 822,234 total(indirect: By Zanett Opportunity Fund, Ltd.) - Disposition to Issuer
Common Stock, par value $.001 per share
2013-12-11−32,718,364→ 0 total(indirect: By Zanett Opportunity Fund, Ltd.) - Disposition to Issuer
Preferred Stock, par value $.001 per share
2013-12-11−1,000,000→ 0 total(indirect: By Zanett Opportunity Fund, Ltd.)→ Common Stock (495,050 underlying)
Footnotes (8)
- [F1]In connection with the merger (the "Merger") of ioWorldMedia, Incorporated ("ioWorldMedia") with and into Radioio, Inc. ("Radioio"), which became effective on December 11, 2013, (a) each holder of ioWorldMedia's common stock received one share of Radioio common stock for every 100 shares of ioWorldMedia's common stock held, (b) each holder of ioWorldMedia's preferred stock received .4950495 of one share of Radioio common stock for each share of ioWorldMedia's preferred stock held, and (c) the entire principal amount of certain 10% convertible debentures of ioWorldMedia, and all accrued interest thereunder, were converted into shares of Radioio common stock at a conversion rate of $1.22 per share. Effective January 10, 2014, Radioio's symbol will change to "RDIO."
- [F2]The holder received 327,184 shares of Radioio common stock in exchange for 32,718,364 shares of ioWorldMedia common stock pursuant to the Merger.
- [F3]The holder received 105,000 shares of Radioio common stock in exchange for 10,500,000 shares of ioWorldMedia common stock pursuant to the Merger.
- [F4]The holder received 495,050 shares of Radioio common stock in exchange for 1,000,000 shares of ioWorldMedia preferred stock pursuant to the Merger.
- [F5]The holder received 126,320 shares of Radioio common stock upon the conversion of the 10% convertible debenture issued to the holder by ioWorldMedia in the principal amount of $150,000, including $4,109.59 of accrued interest.
- [F6]These securities are held by Zanett Opportunity Fund, Ltd. (the "Fund"). McAdoo Capital, Inc. ("McAdoo Capital") is the investment manager of the Fund, and may be deemed to have an indirect interest in the securities held by the Fund. McAdoo Capital disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. Zachary McAdoo, an officer and a director of Radioio, is the President of McAdoo Capital, and may be deemed to have an indirect interest in the securities held by the Fund in his capacity as an officer of McAdoo Capital. Mr. McAdoo disclaims beneficial ownership of the securities held by the Fund except to the extent of any pecuniary interest therein.
- [F7]Pursuant to an agreement among all of the holders of the Preferred Stock and ioWorldMedia, the Fund had no right to convert its shares of preferred stock if such conversion would cause the number of shares of common stock to exceed the figure that is 50,000,000 less than the number of shares of common stock authorized for issuance under ioWorldMedia's Articles of Incorporation. Such agreement also provided that ioWorldMedia would use its best efforts to increase the authorized number of shares of its common stock to accommodate conversion upon request of the holders of preferred stock. As described in Note (1) above, all of the outstanding shares of ioWorldMedia's preferred stock were converted into shares of Radioio's common stock in connection with the Merger.
- [F8]The 10% convertible debenture provided that the entire principal amount thereof, together with accrued and unpaid interest, would be converted into shares of ioWorldMedia's common stock at a conversion price of $.0122 per share, upon the effectiveness of an amendment to ioWorldMedia's Articles of Incorporation to increase the number of authorized shares of common stock sufficient to allow for the full conversion of the 10% convertible debenture. As described in Note (1) above, the 10% convertible debenture was converted into shares of Radioio common stock in connection with the Merger.
Documents
Issuer
Radioio, Inc.
CIK 0001005758
Entity typeoperating
IncorporatedFL
Related Parties
1- filerCIK 0001005758
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 11:03 AM ET
- Size
- 25.5 KB