4//SEC Filing
Philou Ventures, LLC 4
Accession 0001214659-18-002996
CIK 0000896493other
Filed
Apr 24, 8:00 PM ET
Accepted
Apr 25, 4:52 PM ET
Size
9.1 KB
Accession
0001214659-18-002996
Insider Transaction Report
Form 4
Philou Ventures, LLC
10% Owner
Transactions
- Other
Common Stock Purchase Warrant
2018-04-24+357,143→ 1,785,714 totalExercise: $0.70From: 2018-04-24Exp: 2023-04-24→ Common Stock (357,143 underlying) - Other
Series B Convertible Preferred Stock
2018-04-24$10.00/sh+25,000$250,000→ 125,000 totalExercise: $0.70→ Common Stock (1,785,714 underlying)
Footnotes (2)
- [F1]On April 24, 2018, Philou Ventures, LLC (the "Reporting Person") purchased 25,000 shares of Series B Convertible Preferred Shares (the "Preferred Shares") of DPW Holdings, Inc. (the "Issuer") in consideration for $250,000 pursuant to the Preferred Stock Purchase Agreement dated March 9, 2017, by and between the Reporting Person and the Issuer (the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Reporting Person may purchase from the Issuer, from time to time, up to $5,000,000 of the Preferred Shares. Concurrent with any purchase of Preferred Shares by the Reporting Person, the Reporting Person will be granted five-year warrants to purchase shares of the Issuer's Common Stock in a number equal to the shares of Common Stock underlying the Preferred Shares, at an exercise price equal to $0.70 per share, subject to adjustments. Such warrants may be exercised, in whole or in part, at any time or from time to time.
- [F2]The Preferred Shares are convertible upon the earlier to occur of (i) 60 months from March 24, 2017, or (ii) upon the filing by the Issuer of one or more periodic reports that, singly or collectively, evidence(s) that the Issuer's gross revenues have reached no less than $10,000,000 in the aggregate, on a consolidated reporting basis, over four consecutive quarters in accordance with U.S. GAAP. There is no expiration date applicable to the conversion of the Preferred Shares.
Documents
Issuer
DPW Holdings, Inc.
CIK 0000896493
Entity typeother
IncorporatedWY
Related Parties
1- filerCIK 0001685812
Filing Metadata
- Form type
- 4
- Filed
- Apr 24, 8:00 PM ET
- Accepted
- Apr 25, 4:52 PM ET
- Size
- 9.1 KB