4//SEC Filing
Jennings Miles L 4
Accession 0001213900-19-006136
CIK 0001462223other
Filed
Apr 9, 8:00 PM ET
Accepted
Apr 10, 7:19 PM ET
Size
7.3 KB
Accession
0001213900-19-006136
Insider Transaction Report
Form 4
Jennings Miles L
DirectorChief Executive Officer
Transactions
- Other
Series E Convertible Preferred Stock
2019-03-31+176,622→ 176,622 totalExercise: $0.02→ Common Stock
Footnotes (2)
- [F1]The Reporting Person received 176,622 shares of Series E Convertible Preferred Stock, par value $0.0001 per share (the "Series E Preferred Stock") of the Issuer pursuant to the Agreement and Plan of Merger, dated March 31, 2019, by and among the Issuer, Truli Acquisition Co., Inc., and Recruiter.com, Inc. Each share of Series E Preferred Stock initially converts into 1,000 shares of common stock, par value $0.0001 (the "Common Stock") of the Issuer. The Series E Preferred Stock has no expiration date. The Certificate of Designation of Series E Preferred Stock contains a conversion cap, pursuant to which at no time may all or a portion of the shares of Series E Preferred Stock be converted if the number of shares of Common Stock to be issued upon such conversion would cause the beneficial ownership of any holder of Series E Preferred Stock, including the Reporting Person, to exceed, when aggregated with all other shares of Common Stock beneficially owned by such holder at such time, the number of shares of Common Stock equal to 4.99% of all of the Common Stock issued and outstanding at such time. This provision may be waived by the holder by written notice to the Issuer, which notice shall be effective 61 calendar days after the date of such notice. Additionally, in no event shall any shares of Series E Preferred Stock be converted if after giving effect to the conversion, any holder of Series E Preferred Stock, including the Reporting Person, would beneficially own more than 9.99% of all of the Common Stock issued and outstanding at such time. Based on the 139,830,306 shares of Common Stock of the Issuer outstanding as of the date of this Report and subject to the waiver of the conversion cap by the Reporting Person, the Reporting Person cannot convert any shares of Series E Preferred Stock.
- [F2]Not applicable
Documents
Issuer
TRULI TECHNOLOGIES, INC.
CIK 0001462223
Entity typeother
Related Parties
1- filerCIK 0001721114
Filing Metadata
- Form type
- 4
- Filed
- Apr 9, 8:00 PM ET
- Accepted
- Apr 10, 7:19 PM ET
- Size
- 7.3 KB