| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | RPMT | Common Stock, par value $0.0001 per share | 10M | May 19, 2023 | Direct |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | RPMT | Series A Cumulative Convertible Preferred Stock | May 19, 2023 | Common Stock | 1.11M | $0.90 | Direct | F1, F2 | ||||||
| holding | RPMT | Series B Cumulative Convertible Preferred Stock | May 19, 2023 | Common Stock | 4.44M | $0.90 | Direct | F3, F4 | ||||||
| holding | RPMT | 4% Convertible Notes currently due 10/31/2023 | May 19, 2023 | Common Stock | 667K | $0.90 | Direct | F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | Each share of the Issuer's Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock") is currently convertible into 111 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments. |
| F2 | Pursuant to the Certificate of Designation governing the Series A Preferred Stock, such Series A Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series A Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series A Preferred Stock. The Series A Preferred Stock has no expiration date. |
| F3 | Each share of the Issuer's Series B Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") is currently convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments. |
| F4 | Pursuant to the Certificate of Designation governing the Series B Preferred Stock, such Series B Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series B Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series B Preferred Stock. The Series B Preferred Stock has no expiration date. |
| F5 | The 4% Convertible Notes currently due October 31, 2023 (the "4% Convertible Notes"), accrue interest at 4% per annum and are convertible by the holder thereof, at any time, into shares of the Issuer's Series C Cumulative Convertible Preferred Stock ("Series C Preferred Stock") at a conversion price of $90.00 per share, subject to certain anti-dilution adjustments. Currently, upon issuance, each share of Series C Preferred Stock would be convertible into 100 shares of Common Stock at a conversion price of $0.90 per share, subject to certain anti-dilution adjustments. |
| F6 | Pursuant to the Certificate of Designation governing the Series C Preferred Stock, such Series C Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder thereof would beneficially own in excess of 4.99% (the "Maximum Percentage") of the Issuer's Common Stock; provided, however, a holder of Series C Preferred Stock may, upon written notice to the Issuer, increase or decrease such Maximum Percentage, provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Issuer and (ii) any such increase or decrease will apply only to such holder and not to any other holder of Series C Preferred Stock. The Series C Preferred Stock has no expiration date. |
| F7 | Represents the number of shares of Common Stock into which the 4% Convertible Notes are ultimately convertible. |
To provide additional context and facilitate understanding, the information contained in the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by John Paul DeJoria and the other Reporting Persons named therein in relation to securities of the Issuer on or about May 26, 2023, is incorporated reference into this Form 3. Securities reported on this Form 3 are separately reported as being beneficially owned by John Paul DeJoria, as settlor and trustee of the Reporting Person. The number of shares of Common Stock of the Issuer ("Common Stock") that are potentially issuable to the Reporting Person upon the conversion of convertible preferred stock of the Issuer are based on information provided by the Issuer. The Reporting Person disclaims responsibility for the accuracy of the information provided by the Issuer. Notwithstanding the number of shares of Common Stock reflected in this Form 3 as being owned by the Reporting Person, the Reporting Person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Series B Preferred Stock or the Series C Preferred Stock to the extent that upon such conversion the number of shares of Common Stock beneficially owned by the Reporting Person and its affiliates, in the aggregate, would exceed the applicable Maximum Percentage.