SEC Form 4 · accession 0000914190-18-000092
ORANGEHOOK, INC. · ORHK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Whitney E. Peyton
Director · 10% Owner
Period of report
Dec 27, 2016
Accepted (ET)
Feb 28, 2018 · 10:30 am 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 | 499,144 | $0.00 | A | 499,144 | D | |
| Common StockF2,F14 | Dec 27, 2016 | C | 240,326 | $0.00 | A | 240,326 | I | By TruSec ID, Inc. |
| Common StockF3 | Dec 31, 2017 | J | 27,058 | — | A | 526,202 | 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,F4 | — | Dec 27, 2016 | C | 23,419 | D | — | — | Common Stock | 499,144 | 0 | D |
| Series OH-1 Convertible Preferred StockF14,F2,F4 | — | Dec 1, 2016 | C | 11,275 | D | — | — | Common Stock | 240,326 | 0 | I |
| 10% Convertible Promissory NoteF15,F13,F6,F12 | $7.00 | Dec 31, 2017 | J | — | D | — | — | Common Stock | — | — | D |
| Series OH-2 Convertible Preferred StockF15,F5 | — | Dec 31, 2017 | J | 5,458 | A | — | — | Common Stock | 780,494 | 5,458 | D |
| Common Stock Warrants (right to buy)F8 | $7.00 | Dec 31, 2017 | J | 390,247 | A | — | Dec 31, 2024 | Common Stock | 390,247 | 390,247 | D |
| Series OH-2 Convertible Preferred StockF5,F4 | — | holding | — | — | — | — | — | Common Stock | 71,500 | 500 | D |
| Common Stock Warrants (right to buy)F7,F6,F8 | $0.01 | holding | — | — | — | — | May 4, 2018 | Common Stock | 10,000 | 10,000 | D |
| Common Stock Warrants (right to buy)F9,F6,F8 | $7.00 | holding | — | — | — | — | Nov 20, 2020 | Common Stock | 12,500 | 12,500 | D |
| Common Stock Warrants (right to buy)F10,F6,F8 | $10.00 | holding | — | — | — | — | May 4, 2021 | Common Stock | 14,286 | 14,286 | D |
| Common Stock Warrants (right to buy)F11,F6,F8 | $7.00 | holding | — | — | — | — | Dec 2, 2021 | Common Stock | 35,750 | 35,750 | D |
Explanation of responses
- F1Represents the conversion of 23,418.53 shares of Series OH-1 Convertible Preferred Stock into common stock.
- F10This warrant was previously reported as covering 670.26 shares of Series OH-1 at an exercise price of $213.14 per share, but was adjusted to reflect the Conversion.
- F11This warrant was previously reported as covering 1,677.30 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.
- F12This 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.
- F13Note 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.
- F14Mr. Peyton is the sole director of TruSec ID, Inc. and disclaims beneficial ownership of the shares held by TruSec ID, Inc. except to the extent of his pecuniary interest therein.
- 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 11,275.47 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 $135,287.69 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.
- F4On 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.
- F5Each 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.
- F6Upon 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").
- F7This warrant was previously reported as covering 469.17 shares of Series OH-1 at an exercise price of $0.21 per share, but was adjusted to reflect the Conversion.
- F8Fully exercisable.
- F9This warrant was previously reported as covering 586.47 shares of Series OH-1 at an exercise price of $149.20 per share, but was adjusted to reflect the Conversion.