SEC Form 4 · accession 0001214659-18-002996
Hyperscale Data, Inc. · GPUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philou Ventures, LLC
10% Owner
Period of report
Apr 24, 2018
Accepted (ET)
Apr 25, 2018 · 4:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000896493
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF2 | $0.70 | Apr 24, 2018 | J | 25,000 | A | — | — | Common Stock | 1,785,714 | 125,000 | D |
| Common Stock Purchase WarrantF1 | $0.70 | Apr 24, 2018 | J | 357,143 | A | Apr 24, 2018 | Apr 24, 2023 | Common Stock | 357,143 | 1,785,714 | D |
Explanation of responses
- F1On April 24, 2018, Philou Ventures, LLC (the "Reporting Person") purchased 25,000 shares of Series B Convertible Preferred Shares (the "Preferred Shares") of DPW Holdings, Inc. (the "Issuer") in consideration for $250,000 pursuant to the Preferred Stock Purchase Agreement dated March 9, 2017, by and between the Reporting Person and the Issuer (the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Reporting Person may purchase from the Issuer, from time to time, up to $5,000,000 of the Preferred Shares. Concurrent with any purchase of Preferred Shares by the Reporting Person, the Reporting Person will be granted five-year warrants to purchase shares of the Issuer's Common Stock in a number equal to the shares of Common Stock underlying the Preferred Shares, at an exercise price equal to $0.70 per share, subject to adjustments. Such warrants may be exercised, in whole or in part, at any time or from time to time.
- F2The Preferred Shares are convertible upon the earlier to occur of (i) 60 months from March 24, 2017, or (ii) upon the filing by the Issuer of one or more periodic reports that, singly or collectively, evidence(s) that the Issuer's gross revenues have reached no less than $10,000,000 in the aggregate, on a consolidated reporting basis, over four consecutive quarters in accordance with U.S. GAAP. There is no expiration date applicable to the conversion of the Preferred Shares.