Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
holding | TKOI | Common Stock | 163M | Jan 7, 2022 | Direct | F1, F2 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | TKOI | Warrant (right to buy) | Jan 7, 2022 | Common Stock | 105M | $0.00 | Direct | F1, F2, F3 |
Id | Content |
---|---|
F1 | These securities are owned solely by VDA Group S.p.A. ("VDA Group"), which is filing a joint Form 3 on behalf of itself, VDA Holding, S.A. ("VDA Holding"), Meti Holding Sarl ("Meti Holding"), and Flavio De Paulis ("F. De Paulis", and together with VDA Group, VDA Holding and Meti Holding, the "Reporting Persons") relating to shares of common stock, par value $0.001, (the "Shares"), of Telkonet, Inc., a Utah corporation (the "Issuer"). On August 6, 2021, the Issuer and VDA Group entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") and the Closing of the Stock Purchase Agreement occurred on January 7, 2022 (the "Closing"). Pursuant to the terms and conditions of the Stock Purchase Agreement, VDA Group acquired, in consideration of a capital contribution to the Issuer of $5,000,000, (A) 162,900,947 Shares of the Issuer (the "Telkonet Shares"), and (B) a warrant ("Warrant") to purchase 105,380,666 additional Shares. |
F2 | VDA Group directly owns the Telkonet Shares and the Warrant. VDA Holding may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of it being the sole shareholder of VDA Group. Meti Holding may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of it being the 82.7% shareholder of VDA Holding. F. De Paulis may be deemed to beneficially own the Telkonet Shares and the Warrant indirectly by virtue of him being the sole shareholder of Meti Holding. |
F3 | Under the terms of the Warrant, VDA Group, is entitled to purchase 105,380,666 Shares of the Issuer at an exercise price of $.001 per share, at any time beginning on the date the Issuer achieves a volume weighted average price of the aggregate outstanding Shares of at least $17,000,000, measured for a period of time consisting of sixty (60) consecutive trading days and ending five years after the date of issuance of the Warrant; provided, however, that the Warrant may not be exercised for the first 12 months from January 7, 2022. |