SEC Form 4 · accession 0000914190-18-000086
ORANGEHOOK, INC. · ORHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Dodge
Director
Period of report
Dec 27, 2016
Accepted (ET)
Feb 26, 2018 · 7:26 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 | 100,000 | $0.00 | A | 100,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series OH-1 Convertible Preferred StockF1,F2 | — | Dec 27, 2016 | C | 4,692 | D | — | — | Common Stock | 100,000 | 0 | D |
| Series OH-2 Convertible Preferred StockF3,F4 | — | Dec 31, 2017 | J | 25 | A | — | — | Common Stock | 3,575 | 25 | D |
| Common Stock Warrants (right to buy)F5 | $7.00 | Dec 31, 2017 | J | 1,788 | A | — | Dec 31, 2024 | Common Stock | 1,788 | 1,788 | D |
Explanation of responses
- F1Represents the conversion of 4,691.74 shares of Series OH-1 Convertible Preferred Stock into common stock.
- F2On 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.
- F3Pursuant 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.
- 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.
- F5Fully exercisable.