SEC Form 4 · accession 0001140361-15-001515
Agritech Worldwide, Inc. · FBER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward B Smith III
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jan 8, 2015
Accepted (ET)
Jan 12, 2015 · 8:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001052257
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1,F2 | — | Jan 8, 2015 | J | 19,000 | D | Apr 30, 2014 | Apr 30, 2016 | See footnote | 19,000 | 0 | D |
| Convertible NoteF1,F2 | — | Jan 8, 2015 | J | 264,000 | D | Nov 6, 2014 | Aug 6, 2016 | See footnote | 264,000 | 0 | D |
| Convertible Preferred StockF1,F2,F3 | — | Jan 8, 2015 | J | 71,211 | A | Jan 8, 2015 | Jan 8, 2018 | Common Stock | 813,839 | 71,211 | D |
| WarrantF1,F2 | $0.64 | Jan 8, 2015 | J | 609,566 | A | Jan 8, 2015 | Jan 8, 2020 | Common Stock | 609,566 | 609,566 | D |
| WarrantF1,F2 | $0.64 | Jan 8, 2015 | J | 259,208 | A | Jan 8, 2015 | Jan 8, 2020 | Common Stock | 259,208 | 259,208 | D |
Explanation of responses
- F1Mr. Smith exchanged two previously reported convertible notes (one with a principal amount of $264,000 and one with a principal amount of $19,000 together with accrued interest of $1,844) (together, the "Notes") in the aggregate amount (principal and interest) of $284,844 for 71,211 units (the "Units"), with each Unit consisting of one (1) share of 12.5% redeemable convertible preferred stock (the "Preferred Stock") and one (1) warrant to acquire 8.56 shares (the "Initial Warrants") of Z Trim Holdings, Inc. (the "Company") common stock, par value $0.00005 per share (the "Common Stock") at an exercise price of $0.64 per share of Common Stock. Mr. Smith received one (1) Unit for every $4.00 of debt exchanged.
- F2Mr. Smith was issued an additional warrant (the "Additional Warrants") exercisable to acquire an aggregate of 259,208 shares of Common Stock at an exercise price of $0.64 per share. In connection with the acquisition of the Units, Mr. Smith acquired an aggregate of (1) 71,211 shares of Preferred Stock, (2) 609,566 Initial Warrants and (3) 259,208 Additional Warrants. The Initial Warrants and Additional Warrants are subject to certain anti-dilution and other adjustments.
- F3Each share of Preferred Stock (together with any accrued but unpaid dividends thereon) is convertible into shares of Common Stock at the option of the holder at any time at a conversion price per share equal to the sum of the stated value ($4.00 per share) and any accrued but unpaid dividends thereon through the date of redemption divided by the conversion price, which will initially be $0.35 per share of Preferred Stock, subject to certain anti-dilution and other adjustments.