Form 4 for TWAV TaoWeave, Inc.

Accepted 2023-07-05 00:00:00 ET · period of report 2023-07-03 · accession 0001209191-23-041055 · 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
DMI	2023-07-05	2023-07-03	TWAV	Foundry Venture 2007, LLC	10%	J - Other	—	-406.8K	24.2K	-94%	—
DMI	2023-07-05	2023-07-03	TWAV	Foundry Venture 2007, LLC	10%	J - Other	—	+406.8K	85.0K	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	2023-07-03	J	D	321,759	—	91,644	I By Foundry Group Select Fund, L.P.	—	—	(F2) The number of securities reported gives effect to a 1-for-15 reverse stock split of the Issuer's Common Stock, which was effected on January 3, 2023. (F4) Foundry Group Select Fund, L.P. ("Foundry Select") entered into an Exchange Agreement with the Issuer pursuant to which Foundry Select exchanged, on a 1:1 basis, 321,759 shares of the Issuer's Common Stock for an equal number of Pre-Funded Warrants. (F5) Securities are held directly by Foundry Group Select Fund, L.P. ("Foundry Select"). Foundry Select Fund GP, LLC ("Foundry Select GP") is the general partner of Foundry Select. The Managing Members are the managing members of Foundry Select GP and may be deemed to share voting and dispositive power with respect to the securities held by Foundry Select. Accordingly, each of Foundry Select GP and the Managing Members may be deemed to beneficially own the securities held by Foundry Select, but each disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
2	Common	Common Stock	2023-07-03	J	D	85,017	—	24,215	I By Foundry?Venture Capital 2007, L.P.	—	—	(F2) The number of securities reported gives effect to a 1-for-15 reverse stock split of the Issuer's Common Stock, which was effected on January 3, 2023. (F1) Foundry Venture Capital 2007, L.P. ("Foundry 2007") entered into an Exchange Agreement with the Issuer pursuant to which Foundry 2007 exchanged, on a 1:1 basis, 85,017 shares of the Issuer's Common Stock for an equal number of prefunded warrants, each to purchase one share of the Issuer's Common Stock at an exercise price of $0.0001 per share (each a "Pre-Funded Warrant"). (F3) Securities are held directly by Foundry Venture Capital 2007, L.P. ("Foundry 2007"). Foundry Venture 2007, LLC ("Foundry Venture") is the general partner of Foundry 2007. Bradley Feld, Seth Levine and Ryan McIntyre (collectively, the "Managing Members") are the managing members of Foundry Venture and may be deemed to share voting and dispositive power with respect to the securities held by Foundry 2007. Accordingly, each of Foundry Venture and the Managing Members may be deemed to beneficially own the securities held by Foundry 2007, but each disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
3	Derivative	Warrant (Right to Buy)	2023-07-03	J	A	321,759	—	321,759	I By Foundry Group Select Fund, L.P.	$0.00 · — to —	321,759 Common Stock	(F1) Foundry Venture Capital 2007, L.P. ("Foundry 2007") entered into an Exchange Agreement with the Issuer pursuant to which Foundry 2007 exchanged, on a 1:1 basis, 85,017 shares of the Issuer's Common Stock for an equal number of prefunded warrants, each to purchase one share of the Issuer's Common Stock at an exercise price of $0.0001 per share (each a "Pre-Funded Warrant"). (F5) Securities are held directly by Foundry Group Select Fund, L.P. ("Foundry Select"). Foundry Select Fund GP, LLC ("Foundry Select GP") is the general partner of Foundry Select. The Managing Members are the managing members of Foundry Select GP and may be deemed to share voting and dispositive power with respect to the securities held by Foundry Select. Accordingly, each of Foundry Select GP and the Managing Members may be deemed to beneficially own the securities held by Foundry Select, but each disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. (F6) The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 4.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
4	Derivative	Warrant (Right to Buy)	2023-07-03	J	A	85,017	—	85,017	I By Foundry?Venture Capital 2007, L.P.	$0.00 · — to —	85,017 Common Stock	(F1) Foundry Venture Capital 2007, L.P. ("Foundry 2007") entered into an Exchange Agreement with the Issuer pursuant to which Foundry 2007 exchanged, on a 1:1 basis, 85,017 shares of the Issuer's Common Stock for an equal number of prefunded warrants, each to purchase one share of the Issuer's Common Stock at an exercise price of $0.0001 per share (each a "Pre-Funded Warrant"). (F3) Securities are held directly by Foundry Venture Capital 2007, L.P. ("Foundry 2007"). Foundry Venture 2007, LLC ("Foundry Venture") is the general partner of Foundry 2007. Bradley Feld, Seth Levine and Ryan McIntyre (collectively, the "Managing Members") are the managing members of Foundry Venture and may be deemed to share voting and dispositive power with respect to the securities held by Foundry 2007. Accordingly, each of Foundry Venture and the Managing Members may be deemed to beneficially own the securities held by Foundry 2007, but each disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. (F6) The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 4.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.