Bayshore Capital LLC's Form 4 filing
Terawulf Inc.WULF · filed Mar 2, 2023
- Accession no.
- 0001104659-23-027989
- Filed
- Mar 2, 2023, 5:00 PM ET
- Trade date
- Feb 28, 2023
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 1 non-derivative transaction and 2 derivative transactions. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Bayshore Capital LLCCIK 0001885426 | 10% Owner |
| Pascual Bryan J.CIK 0001897085 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 28, 2023 | Convertible Promissory Note | PPurchaseAcquired | – | $862,802.00 | – | – | Indirect | Price outlier |
| Feb 28, 2023 | Common Stock | CConversionDisposed | −2,157,006 | $0.00 | – | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase.
Referenced by the price of 1 transaction in Table I.
- F2
As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing").
Referenced by the price of 1 transaction in Table I.
- F3
On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing.
Referenced by the price of 1 transaction in Table I.