Form 4 for WULF TERAWULF INC.

Accepted 2023-03-02 00:00:00 ET · period of report 2023-02-28 · accession 0001104659-23-027989 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2023-03-02	2023-02-28	WULF	Pascual Bryan J.	10%	C - Cnv Deriv	—	+2.16M	18.08M	+14%	—
DI	2023-03-02	2023-02-28	WULF	Pascual Bryan J.	10%	P - Purchase	—	0	0	New	—
DI	2023-03-02	2023-02-28	WULF	Pascual Bryan J.	10%	C - Cnv Deriv	—	0	—	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common stock, $0.001 par value per share	2023-02-28	C	A	2,157,006	—	18,083,348	I By LLC	—	—	(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. (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. (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"). (F4) The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
2	Derivative	Convertible Promissory Note	2023-02-28	P	A	—	$862,802.00	0	I By LLC	— · 2023-02-28 to 2025-04-01	— Common Stock	(F4) The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (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. (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. (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").
3	Derivative	Convertible Promissory Note	2023-02-28	C	D	—	$0.00	—	I By LLC	— · 2023-02-28 to 2025-04-01	2,157,006 Common Stock	(F4) The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (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. (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. (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").