SEC Form 4/A · accession 0001179110-17-015575
Applied Minerals, Inc. · AMNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Period of report
Dec 14, 2017
Accepted (ET)
Dec 18, 2017 · 9:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000008328
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F4,F1,F5 | $0.10 | Dec 14, 2017 | P | 601,060 | A | Dec 14, 2017 | Dec 14, 2022 | Common Stock | 601,060 | 601,060 | I |
| Warrant (right to buy)F4,F1,F5 | $0.10 | Dec 14, 2017 | P | 299,317 | A | Dec 14, 2017 | Dec 14, 2022 | Common Stock | 299,317 | 299,317 | I |
| Warrant (right to buy)F4,F1,F5 | $0.10 | Dec 14, 2017 | P | 58,401 | A | Dec 14, 2017 | Dec 14, 2022 | Common Stock | 58,401 | 58,401 | I |
| PIK - Election Convertible Note due 2018F2,F3,F6,F1,F5 | $0.83 | Dec 14, 2017 | J | — | D | — | Nov 3, 2018 | Common Stock | 3,103,053 | 0 | I |
| PIK - Election Convertible Note due 2018F2,F3,F6,F1,F5 | $0.83 | Dec 14, 2017 | J | — | D | — | Nov 3, 2018 | Common Stock | 1,545,262 | 0 | I |
| PIK - Election Convertible Note due 2018F2,F3,F6,F1,F5 | $0.83 | Dec 14, 2017 | J | — | D | — | Nov 3, 2018 | Common Stock | 301,503 | 0 | I |
| PIK - Election Convertible Note due 2023F2,F3,F1,F5 | $0.40 | Dec 14, 2017 | J | — | A | — | May 3, 2023 | Common Stock | 6,438,834 | — | I |
| PIK - Election Convertible Note due 2023F2,F3,F1,F5 | $0.40 | Dec 14, 2017 | J | — | A | — | May 3, 2023 | Common Stock | 3,206,419 | — | I |
| PIK - Election Convertible Note due 2023F2,F3,F1,F5 | $0.40 | Dec 14, 2017 | J | — | A | — | May 3, 2023 | Common Stock | 625,619 | — | I |
Explanation of responses
- F1This Form 4 is being filed on behalf of IBS Capital LLC ("IBS Capital"), The IBS Turnaround Fund (QP) (A Limited Partnership) (the "QP Fund"), The IBS Turnaround Fund, L.P. (the "LP Fund"), The IBS Opportunity Fund, Ltd., (the "Opportunity Fund"), and David A. Taft ("Taft") (IBS Capital, the QP Fund, the LP Fund, the Opportunity Fund and Taft are each a "Reporting Person" and collectively the "Reporting Persons"), each of which has the same business address and may have a pecuniary interest in the securities reported herein. IBS Capital is the general partner of QP Fund and LP Fund. IBS Capital is the investment manager of the Opportunity Fund. The QP Fund, the LP Fund and the Opportunity Fund are hereinafter referred to as the "IBS Capital Funds". Taft is the president and a member of IBS Capital.
- F2Each of the QP Fund, the LP Fund and the Opportunity Fund is the direct holder of a PIK Convertible Note issued by Applied Minerals, Inc. (the "Issuer") and due in 2018 (each, a "Series A Note"), pursuant to transactions previously reported on Form 4. As of December 14, 2017 (the "Transaction Date"), the QP Fund is the holder of Series A Notes in the principal amount of $2,575,534. The LP Fund is the holder of Series A Notes in the principal amount of $1,282,568. The Opportunity Fund is the holder of Series A Notes in the principal amount of $250,248.
- F3A majority of the holders of the Series A Notes voted to extend (the "Extension") the maturity date of the Series A Notes from November 3, 2018 to May 1, 2023, such Extension to be effective as of December 14, 2017 (The "Transaction Date"). The Series A Notes were initially issued on, and were exercisable from, November 4, 2014. In connection the Extension, the conversion price of the Series A Notes was reduced from $0.83 to $0.40 as of the Transaction Date. Following the reduction of the conversion price: (i) the Series A Notes held by the QP Fund are convertible into 6,438,834 shares of the Issuer's Common Stock ("Shares"); (ii) the Series A Notes held by the LP Fund are convertible into 3,206,419 Shares; and (iii) the Series A Notes held by the Opportunity Fund are convertible into 625,619 Shares. Pursuant to SEC guidance, the amendment to the Series A Notes is reported on this Form 4 as though the pre- Extension Series A Notes were cancelled and replaced with new Series A Notes.
- F4In connection with the Extension, on the Transaction Date the Issuer issued warrants (the "Warrants") representing the right to purchase Shares at an exercise price of $0.10 per Share, in the following amounts: (i) 299,317 Warrants issued to the LP Fund; (ii) 601,060 Warrants issued to the QP Fund; and (iii) 58,401 Warrants issued to the Opportunity Fund. The Warrants are each exercisable as of the Transaction Date and have an expiration date that is five years following the Transaction Date.
- F5The Reporting Persons each disclaim any beneficial ownership of the securities except to the extent of any pecuniary interest.
- F6Amount includes an additional $49,607 in principal amount representing PIK interest received.
Remarks
This Form 4 Amendment (this "Amendment") is being filed on behalf of IBS Capital LLC ("IBS Capital"), The IBS Turnaround Fund (QP) (A Limited Partnership) (the "QP Fund") and David A. Taft ("Taft") (IBS Capital, the QP Fund and Taft are each a "Reporting Person" and collectively the "Reporting Persons") to amend Column 4 of Table II in the Form 4 submitted on December 18, 2017 (the "Original Form 4") to correct the transaction code listed for Rows 3, 4 and 5 set forth therein. The Original Form 4 listed the transaction code as "D," indicating a disposition to the issuer of issuer equity securities, but the Reporting Persons intended to list the transaction code as "J" to more accurately reflect the amendment and extension of the Series A Notes (as defined in the Original Form 4).