SEC Form 4 · accession 0000914190-18-000079
ORANGEHOOK, INC. · ORHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David C. Carlson
Officer — Chief Financial Officer
Period of report
Dec 27, 2016
Accepted (ET)
Feb 26, 2018 · 7:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001503985
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 27, 2016 | C | 145,542 | $0.00 | A | 145,542 | D | |
| Common StockF2 | Dec 31, 2017 | J | 2,706 | — | A | 148,248 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series OH-1 Convertible Preferred StockF1,F3 | $7.00 | Dec 27, 2016 | C | 6,828 | D | — | — | Common Stock | 145,542 | 0 | D |
| Series OH-2 Convertible Preferred StockF4,F3 | — | holding | — | — | — | — | — | Common Stock | 7,150 | 50 | D |
| Common Stock Warrants (right to buy)F6,F5,F7 | $10.00 | holding | — | — | — | — | Sep 8, 2021 | Common Stock | 7,143 | 7,143 | D |
| Common Stock Warrants (right to buy)F8,F5,F7 | $7.00 | holding | — | — | — | — | Sep 8, 2021 | Common Stock | 3,575 | 3,575 | D |
| 10% Convertible Promissory NoteF10,F9 | $7.00 | holding | — | — | — | — | — | Common Stock | — | — | D |
Explanation of responses
- F1Represents the conversion of 6,828.45 shares of Series OH-1 Convertible Preferred Stock into common stock.
- F10Note amount does not reflect accrued interest. Principal and interest are convertible at any time at the election of the holder, and the note is due on demand.
- F2Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $13,528.77 of cash dividends accrued on shares of Series OH-2 Convertible Preferred Stock, at a conversion rate of one share of Common Stock per $5.00 of accrued dividends. The conversion was dated effective as of 12-31-17.
- F3On 12-1-16, OrangeHook, Inc., a Florida corporation formerly named Nuvel Holdings, Inc. (the "Company"), acquired OrangeHook, Inc., a Minnesota corporation, under an Agreement and Plan of Merger (the "Transaction"). On 12-27-2016, the Company amended its articles of incorporation to, among other administrative revisions, effect a one-for-1,200,000 reverse stock split of the Company's common stock (the "Reverse Stock Split"). The Reverse Stock Split did not affect the par value of the Company's common stock or the number of shares of capital stock authorized for issuance.
- F4Each share of Series OH-2 Convertible Preferred Stock is convertible at any time at the election of the holder into 143 shares of OrangeHook common stock and does not have an expiration date.
- F5Upon completion of the Reverse Stock Split, all securities convertible or exercisable into shares of Series OH-1 Convertible Preferred Stock were converted into shares or other securities convertible or exercisable into common stock (the "Conversion").
- F6This warrant was previously reported as covering 335.13 shares of Series OH-1 at an exercise price of $213.40 per share, but was adjusted to reflect the Conversion.
- F7Fully exercisable.
- F8This warrant was previously reported as covering 167.73 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F9This note was previously reported as converting to Series OH-1 at a price of $149.20 per share, but was adjusted to reflect the Conversion.