SEC Form 3 · accession 0001019687-15-000366
Digipath, Inc. · DIGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raw Alternative, LLC
10% Owner
Period of report
Apr 23, 2014
Accepted (ET)
Jan 29, 2015 · 6:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001502966
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2,F3 | holding | — | — | — | 20,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred Stock, par value $0.001F1,F2,F3 | — | holding | — | — | — | Jun 7, 2014 | — | Common Stock | — | — | D |
Explanation of responses
- F1These securities are directly held by RAW Alternative, LLC ("RAW"). Mr. Philpott is the Manager of RAW and may be deemed to beneficially own these securities.
- F2This Form 3 is filed jointly by the Reporting Owners. Mr. Philpott disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein as a member of RAW, and the filing of this statement by Mr. Philpott shall not be deemed an admission that, for purposes of Section 16 of Exchange Act or otherwise, Mr. Philpott is the beneficial owner of the securities reported herein held directly by RAW.
- F3400,000 shares of Series A Convertible Preferred Stock ("Series A Preferred") are held by RAW and are convertible into Common Stock at RAW's election at any time at a conversion price equal to the lesser of lesser of (A) $0.02 and (B) 70% of the average of the three (3) lowest daily VWAPs occurring during the 20 trading days immediately preceding conversion; provided, however, that RAW's holdings following a conversion may not exceed 4.99% of the Issuer's post-conversion outstanding shares unless RAW has given the Issuer 65 days prior written notice waiving such limitation.