Bryan J. Pascual - Feb 28, 2023 Form 4 Insider Report for TERAWULF INC. (WULF)

Role
10%+ Owner
Signature
/s/ Bryan J. Pascual
Stock symbol
WULF
Transactions as of
Feb 28, 2023
Transactions value $
$0
Form type
4
Date filed
3/2/2023, 04:00 PM
Previous filing
Oct 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WULF Common stock, $0.001 par value per share Conversion of derivative security +2.16M +13.54% 18.1M Feb 28, 2023 By LLC F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WULF Convertible Promissory Note Purchase $863K $863K Feb 28, 2023 Common Stock By LLC F1, F2, F3, F4
transaction WULF Convertible Promissory Note Conversion of derivative security -$863K 0 Feb 28, 2023 Common Stock 2.16M By LLC F1, F2, F3, F4
holding WULF Series A Convertible Preferred Stock 2.5K Feb 28, 2023 Common Stock 250K By Trust F5, F6, F7
holding WULF Warrants to Purchase Common Stock 1.59M Feb 28, 2023 Common Stock 1.59M $1.93 By LLC F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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").
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.
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.
F5 Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
F6 As of the date of the acquisition of the Preferred Stock, the 2,500 shares of Preferred Stock reported on this report were convertible into 250,000 shares of Common Stock. The Preferred Stock does not expire.
F7 The reported shares of Preferred Stock are held by the Trust. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Preferred Stock held by the Trust. Each of the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.