Hexagon Partners, Ltd. - Jan 30, 2024 Form 4 Insider Report for AiAdvertising, Inc. (AIAD)

Role
10%+ Owner
Signature
Hexagon Partners, Ltd. By: Texas Star Management Company, LLC, its general partner By: Timothy M. Dunn, its managing member /s/ Timothy Dunn
Stock symbol
AIAD
Transactions as of
Jan 30, 2024
Transactions value $
$2,500,000
Form type
4
Date filed
2/1/2024, 05:45 PM
Previous filing
Apr 20, 2023

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 AIAD Series I Preferred Stock Purchase $2.5M +893K +39.29% $2.80* 3.17M Jan 30, 2024 Common Stock 357M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series I Preferred Stock ("Preferred Stock") is convertible at the option of the holder into 400 shares of common stock of the Issuer ("Common Stock"), subject to adjustments. The Preferred Stock may be converted at any time and has no expiration date. Each share of Preferred Stock entitles its holder to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are then convertible as of the record date for determining stockholders entitled to vote on all matters presented to the holders of Common Stock for approval, voting together with the holders of Common Stock as one class. The rights and limitations of the Preferred Stock are as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Preferred Stock filed by the Issuer with the Secretary of State of Nevada and included in a current report on Form 8-K filed with the SEC on April 11, 2023.
F2 On January 30, 2024, Hexagon Partners, Ltd., a Texas limited partnership ("Hexagon"), purchased from the Issuer 892,857 shares of Series I Preferred Stock at a purchase price of $2.80 per share of Series I Preferred Stock pursuant to the Amendment No. 1 to Securities Purchase Agreement dated January 30, 2024.
F3 Shares reported herein are held by Hexagon. Texas Star Management Company, LLC ("TSMC") is the general partner of Hexagon. Timothy M. Dunn is the managing member of TSMC. Accordingly, TSMC and Mr. Dunn may be deemed to share the right to direct the voting or disposition of the securities held directly by Hexagon and therefore may be deemed to beneficially own such securities. Each of TSMC and Mr. Dunn disclaim beneficial ownership of the securities held by Hexagon except to the extent of their pecuniary interest therein, if any.