MALONE STEVEN 4
4 · FINDEX COM INC · Filed Jun 24, 2019
Insider Transaction Report
Form 4
FINDEX COM INCFIND
MALONE STEVEN
DirectorChief Executive Officer
Transactions
- Other
Series RX-3 Preferred Stock Purchase Warrant
2019-06-06+211,733→ 211,733,000 totalExp: 2029-12-31→ Common Stock (211,733,000 underlying) - Other
Series RX-3 Preferred Stock Purchase Warrant
2019-06-06+81,806→ 81,806,000 total(indirect: By Spouse)Exp: 2029-12-31→ Common Stock (81,806,000 underlying)
Holdings
- 4,381,787(indirect: By Spouse)
Common Stock
- 57,458,335(indirect: By August Center Street Holdings)
Common Stock
- 19,559,061
Common Stock
Footnotes (6)
- [F1]As part of the transactions described in Item 1.01 of the Issuer's Current Report on Form 8-K filed on June 12, 2019 (inclusive of the corresponding exhibits thereto, the "6-12-19 Form 8-K" ) under the sub-heading "The Series RX-3 Preferred Stock Warrant Transactions," the Reporting Person received two warrants to purchase a combined total of 211,733 shares of Issuer Series RX-3 preferred stock in exchange for debt owed to the Reporting Person by the Issuer for services rendered in the amount of $609,716 (the "RX-3 Warrants"). The RX-3 Warrants are not presently exercisable (or exercisable within 60 days) and are only exercisable in accordance with the express conditions and limitations set forth therein and disclosed more fully in the 6-12-19 Form 8-K, including their vesting pursuant to the Issuer's accomplishment of stated performance milestones, and, even then, only upon payment of the stated exercise prices. (Cont'd in Footnote 2)
- [F2]In the aggregate, the RX-3 Warrants are exercisable (i) in the event that the Series RX-3 preferred stock is not automatically converted into shares of Issuer common stock prior to exercise, for the 211,733 shares of Series RX-3 preferred stock, which shall, in turn, be convertible in accordance with its terms into 211,733,000 shares of Issuer common stock, or (ii) in the event that the Series RX-3 preferred stock is automatically converted to shares of Issuer common stock prior to exercise, for 211,733,000 shares of Issuer common stock (directly).
- [F3]As part of the transactions described in Item 1.01 of the Issuer's Current Report on Form 8-K filed on June 12, 2019 (inclusive of the corresponding exhibits thereto, the "6-12-19 Form 8-K" ) under the sub-heading "The Series RX-3 Preferred Stock Warrant Transactions," the Reporting Person's spouse received two warrants (separately) to purchase a combined total of 81,806 shares of Issuer Series RX-3 preferred stock in exchange for debt owed to the Reporting Person's spouse by the Issuer for services rendered in the amount of $235,775 (the "RX-3 Spousal Warrants"). The RX-3 Spousal Warrants are not presently exercisable (or exercisable within 60 days) and are only exercisable in accordance with the express conditions and limitations set forth therein and disclosed more fully in the 6-12-19 Form 8-K, including their vesting pursuant to the Issuer's accomplishment of stated performance milestones, and, even then, only upon payment of the stated exercise prices. (Cont'd in Footnote 4)
- [F4]In the aggregate, the RX-3 Spousal Warrants are exercisable (i) in the event that the Series RX-3 preferred stock is not automatically converted into shares of Issuer common stock prior to exercise, for the 81,806 shares of Series RX-3 preferred stock, which shall, in turn, be convertible in accordance with its terms into 81,806,000 shares of Issuer common stock, or (ii) in the event that the Series RX-3 preferred stock is automatically converted to shares of Issuer common stock prior to exercise, for 81,806,000 shares of Issuer common stock (directly).
- [F5]As a percentage of the number of shares of Issuer common stock issued and outstanding as of the date hereof, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-3 Warrants and RX-3 Spousal Warrants were exercised in full, and (ii) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants and RX-3 Spousal Warrants were so issued (without giving effect to any other outstanding Issuer warrants or convertible preferred shares, including those involving Series RX-3 preferred stock) would be 36.89%.
- [F6]As a percentage of the number of shares of Issuer common stock issued and outstanding, the total number of shares of Issuer common stock that would be held by the Reporting Person assuming that (i) the RX-3 Warrants and RX-3 Spousal Warrants were exercised in full, (ii) all of the shares of Issuer common stock issuable upon conversion of the shares of Series RX-3 preferred stock issuable pursuant to such RX-3 Warrants and RX-3 Spousal Warrants were so issued, and (iii) assuming exercise of all other outstanding Issuer warrants and convertible securities (whether or not presently exercisable or exercisable within 60 days) would be 25.96%.