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| FORM 4 |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )On September 10, 2018, the Issuer's Board of Directors declared a special dividend, payable to all holders of record of shares of the Issuer's Series A Convertible Preferred Stock ("Series A Preferred") as of September 10, 2018, pursuant to which the Reporting Person received the warrants reported herein.|
( 2 )The warrants may only be exercised concurrently with the conversion of shares of Series A Preferred held by the Reporting Person into shares of the Issuer's common stock.
( 3 )The warrants will expire on the earliest to occur of (i) the conversion by the Reporting Person of all shares of Series A Preferred held by the Reporting Person into shares of the Issuer's common stock, (ii) the redemption by the Issuer of all outstanding shares of Series A Preferred held by the Reporting Person, (iii) the warrants no longer representing the right to purchaseany shares of the Issuer's common stock, or (iv) the tenth anniversary of the date of issuance.
( 4 )As of September 10, 2018, the aggregate outstanding amount due to the Reporting Person under the Convertible Line of Credit was $596,765, which amount included $96,765 of accrued but unpaid interest (the "Outstanding Amount"). On September 10, 2018, the Reporting Person and the Issuer entered into an Exchange Agreement, pursuant to which the Reporting Person agreed to terminate the Convertible Line of Credit and the Outstanding Amount in exchange for an aggregate of 596 shares of Series A P referred.
( 5 )Amounts outstanding under the Convertible Line of Credit, including the principal balance and any accrued interest, are convertible at any time, at the sole option of the Reporting Person, into that number of shares of the Issuer's common stock equal to the outstanding amount, divided by $1.25 per share.
( 6 )Shares of Series A Preferred remain convertible so long as the shares remain issued and outstanding.
( 7 )Each share of Series A Preferred has a liquidation preference of $1,000 per share ("Liquidation Preference"), and is convertible, at the option of the holder, into that number of shares of the Issuer's common stock equal to the Liquidation Preference, divided by $1.15.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|