SEC Form 4 · accession 0000914190-18-000084
ORANGEHOOK, INC. · ORHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald Miller
Director · 10% Owner
Period of report
Dec 27, 2016
Accepted (ET)
Feb 26, 2018 · 7:22 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 | 190,000 | $0.00 | A | 190,000 | D | |
| Common StockF2 | Dec 27, 2016 | C | 140 | $0.00 | A | 140 | I | By adult household member |
| Common StockF3 | Dec 31, 2017 | J | 53,384 | — | A | 243,384 | D | |
| Common StockF4 | Dec 31, 2017 | J | 542 | — | A | 682 | I | By adult household member |
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,F5 | — | Dec 27, 2016 | C | 8,914 | D | — | — | Common Stock | 190,000 | 0 | D |
| Series OH-1 Convertible Preferred StockF2,F5 | — | Dec 27, 2016 | C | 7 | D | — | — | Common Stock | 140 | 0 | I |
| Common Stock Warrants (right to buy)F9 | $10.00 | Mar 31, 2017 | P | 28,000 | A | — | Mar 31, 2020 | Common Stock | 28,000 | 28,000 | D |
| Common Stock Warrants (right to buy)F9 | $10.00 | Mar 31, 2017 | G | 28,000 | D | — | Mar 31, 2020 | Common Stock | 28,000 | 0 | D |
| Common Stock Warrants (right to buy)F9 | $10.00 | Mar 31, 2017 | P | 147,000 | A | — | Mar 31, 2020 | Common Stock | 147,000 | 147,000 | D |
| Common Stock Warrants (right to buy)F9 | $10.00 | Mar 31, 2017 | G | 147,000 | D | — | Mar 31, 2020 | Common Stock | 147,000 | 0 | D |
| Common Stock Warrants (right to buy)F9 | $10.00 | Jun 22, 2017 | P | 21,000 | A | — | Jun 21, 2020 | Common Stock | 21,000 | 21,000 | D |
| Common Stock Warrants (right to buy)F9 | $10.00 | Jun 22, 2017 | G | 21,000 | D | — | Jun 21, 2020 | Common Stock | 21,000 | 0 | D |
| Series OH-2 Convertible Preferred StockF15,F6 | — | Dec 31, 2017 | J | 1,650 | A | — | — | Common Stock | 235,950 | 1,650 | D |
| Common Stock Warrants (right to buy)F9 | $7.00 | Dec 31, 2017 | J | 117,975 | A | — | Dec 31, 2024 | Common Stock | 117,975 | 117,975 | D |
| Series OH-2 Convertible Preferred StockF6,F5 | — | holding | — | — | — | — | — | Common Stock | 64,350 | 450 | D |
| Series OH-2 Convertible Preferred StockF6,F5 | — | holding | — | — | — | — | — | Common Stock | 1,430 | 10 | I |
| Common Stock Warrants (right to buy)F8,F7,F9 | $7.00 | holding | — | — | — | — | Sep 9, 2021 | Common Stock | 17,875 | 17,875 | D |
| Common Stock Warrants (right to buy)F10,F7,F9 | $7.00 | holding | — | — | — | — | Dec 11, 2021 | Common Stock | 715 | 715 | I |
| Common Stock Warrants (right to buy)F11,F7,F9 | $7.00 | holding | — | — | — | — | Jan 5, 2022 | Common Stock | 7,150 | 7,150 | D |
| Common Stock Warrants (right to buy)F11,F7,F9 | $7.00 | holding | — | — | — | — | Apr 1, 2022 | Common Stock | 7,150 | 7,150 | D |
| Common Stock Warrants (right to buy)F12,F7,F9 | $7.00 | holding | — | — | — | — | Jan 25, 2023 | Common Stock | 50,000 | 50,000 | D |
| Common Stock Warrants (right to buy)F12,F7,F9 | $7.00 | holding | — | — | — | — | Jan 29, 2023 | Common Stock | 50,000 | 50,000 | I |
| Common Stock Warrants (right to buy)F13,F7,F9 | $7.00 | holding | — | — | — | — | Jun 29, 2023 | Common Stock | 5,000 | 5,000 | D |
| Common Stock Warrants (right to buy)F14,F7,F9 | $7.00 | holding | — | — | — | — | Oct 25, 2023 | Common Stock | 73,073 | 73,073 | D |
Explanation of responses
- F1Represents the conversion of 8,914.30 shares of Series OH-1 Convertible Preferred Stock into common stock.
- F10This warrant was previously reported as covering 33.55 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F11This warrant was previously reported as covering 335.46 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F12This warrant was previously reported as covering 2,345.87 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F13This warrant was previously reported as covering 234.59 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F14This warrant was previously reported as covering 3,428.39 of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F15Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued Units, consisting of Series OH-2 Preferred Stock and Warrants, upon the conversion of outstanding debt, with a conversion price of one Unit per $1,000 of converted debt. The conversion was dated effective as of 12-31-17.
- F2Represents the conversion of 6.57 shares of Series OH-1 Convertible Preferred Stock into common stock.
- F3Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $266,910.97 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.
- F4Pursuant to a Conversion Agreement, dated as of February 16, 2018, the Company issued shares of Common Stock in lieu of the payment of $2,705.78 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.
- F5On 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.
- F6Each 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.
- F7Upon 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").
- F8This warrant was previously reported as covering 838.65 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F9Fully exercisable.