SEC Form 4 · accession 0001144204-17-063714
One Horizon Group, Inc. · OHGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Zhanming Wu
10% Owner
Period of report
Oct 24, 2017
Accepted (ET)
Dec 14, 2017 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000225211
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4 | Oct 24, 2017 | P | 2,000,000 | $0.125 | A | 2,000,000 | D | |
| Common StockF2,F3,F4 | Nov 27, 2017 | C | 13,000,000 | $0.2577 | A | 15,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Series A Convertible DebentureF2,F3,F4 | $0.2577 | Nov 27, 2017 | C | — | D | Dec 22, 2014 | Jan 31, 2018 | Common Stock | 13,000,000 | 0 | D |
| Class C Warrant (right to buy) | $18.00 | holding | — | — | — | Dec 22, 2014 | Dec 21, 2018 | Common Stock | 64,815 | 64,815 | D |
| Class D Warrant (right to buy) | $21.00 | holding | — | — | — | Dec 22, 2014 | Dec 21, 2018 | Common Stock | 64,815 | 64,815 | D |
Explanation of responses
- F1The Issuer previously entered into an agreement with Mark B. White, the owner of 555,555 shares of the Issuer's Series A-1 Convertible Preferred Stock (the "Preferred Shares"), pursuant to which the Issuer agreed to issue to Mr. White 4,000,000 shares of common stock, together with a promissory note in the principal amount of $500,000 bearing interest at a rate of 7% per annum payable on August 31, 2019, in exchange for the Preferred Shares and the accrued but unpaid dividends thereon (the "Exchange"). The Exchange took place on November 27, 2017. Pursuant to the terms of a letter, dated September 14, 2017 (the "White Letter"), Mr. White transferred to the Reporting Person 2,000,000 shares of the Issuer's common stock immediately after the Exchange as consideration for the Reporting Person's previous contribution to Mr. White of $250,000 to be used in connection with Mr. White's initial purchase of the Preferred Shares.
- F2On November 27, 2017, pursuant to the terms of a security purchase agreement between the Reporting Person and the Issuer, the Reporting Person converted $3,000,000 of the $3,500,000 in face amount of 8% Series A Convertible Debentures (the "Debentures"), together with all accrued but unpaid interest on the entire principal amount of the Debentures, in exchange for 13,000,000 shares of the Issuer's common stock. In addition, upon conversion of the $3,000,000 portion of the Debentures, the balance of the Debentures was deemed cancelled, and the Issuer issued to the Reporting Person a $500,000 promissory note bearing interest at the rate of 7% per annum payable on August 31, 2019.
- F3The applicable rules of the Nasdaq OMX Market required stockholder approval for (1) the issuance to Mr. White of 4,000,000 shares of the Issuer's common stock in the Exchange and (2) the issuance to the Reporting Person of 13,000,000 shares of the Issuer's common stock upon conversion of the Debentures because the number of shares to be issued would represent in excess of 20% of the shares of the Issuer's common stock then outstanding.
- F4(Continued from Footnote #3) On October 24, 2017, by written consent (the "Written Consent"), and as disclosed in the Issuer's Information Statement on Schedule 14C, filed with the Securities and Exchange Commission on November 6, 2017, holders of a majority of the Issuer's outstanding shares of common stock approved the issuance to Mr. White of 4,000,000 shares of the Issuer's common stock in the Exchange. Therefore, all conditions material to the Reporting Person's acquisition of 2,000,000 shares of the Issuer's common stock in connection with the White Letter had occurred as of October 24, 2017. In addition, the Written Consent included stockholder approval for the issuance to the Reporting Person of 13,000,000 shares of the Issuer's common stock upon conversion of the Debentures.