SEC Form 4 · accession 0001096906-18-000523
BlackRidge Technology International, Inc. · BRTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John William Hayes
Director
Period of report
Nov 9, 2017
Accepted (ET)
Sep 12, 2018 · 6:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001456212
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 9, 2017 | C | 10,757,254 | $0.00 | A | 17,751,611 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock CovertibleF1 | $0.50 | Nov 9, 2017 | C | 10,757,254 | D | — | Nov 9, 2017 | Common Stock | 10,757,254 | 0 | D |
| Warrant to Purchase Common StockF1 | $0.50 | Nov 9, 2017 | P | 1,344,656 | A | Nov 9, 2017 | Nov 9, 2019 | Common Stock | 1,344,656 | 1,344,656 | D |
| Warrant to Purchase Common StockF1 | $0.50 | Nov 9, 2017 | P | 1,344,657 | A | Nov 9, 2017 | Nov 9, 2020 | Common Stock | 1,344,657 | 1,344,656 | D |
| Warrant to Purchase Common StockF1 | $0.50 | Nov 9, 2017 | P | 1,344,657 | A | Nov 9, 2017 | Nov 9, 2021 | Common Stock | 1,344,657 | 1,344,656 | D |
| Warrant to Purchase Common StockF1 | $0.50 | Nov 9, 2017 | P | 1,344,657 | A | Nov 9, 2017 | Nov 9, 2022 | Common Stock | 1,344,657 | 1,344,656 | D |
| Warrant to Purchase Common StockF2 | $0.25 | Jul 6, 2018 | P | 800,000 | A | Jul 6, 2018 | Jul 6, 2023 | Common Stock | 800,000 | 7,367,285 | D |
Explanation of responses
- F1From 2011 to 2014, Mr. Hayes loaned a total of $2,673,200 to the issuer. On October 1, 2014, all prior notes including accrued interest were combined into a single $3,712,637 convertible note bearing interest at 12% annually and convertible into 4,125,154 shares of preferred stock at the rate of $0.90 per share. On November 9, 2017, the issuer converted the note and accrued interest of $1,665,991 into 10,757,254 shares of the issuer's common stock at a conversion rate of $0.50 per share. The issuer also issued a 5 year warrant to purchase an additional 5,378,627 shares of the issuer's common stock at a purchase price of $0.50 per share as further consideration for this conversion.
- F2On July 10, 2018, Mr. Hayes purchased a convertible note in the principal amount of $200,000 and warrants to purchase 800,000 shares of the issuer's common stock for an aggregate amount of $200,000. The note is convertible into the issuer's Series B Preferred Stock.