UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: June 23, 2017
Tempus Applied Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 333-201424 | 47-2599251 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
471 McLaws Cir. Williamsburg, Virginia |
23185 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (757) 875-7779
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other events. |
Between June 13, 2017 and June 22, 2017, the Company issued an aggregate of 3,098,623 shares of common stock to certain holders of Series A Preferred Stock who exercised their conversion rights. These shares were available for sale by the holders pursuant to the prospectus (the “Prospectus”) filed under Rule 424(b)(3) on April 14, 2017, under the Securities Act of 1933, as amended (the “Securities Act”) (Registration No. 333-206527) or pursuant to Rule 144 under the Securities Act.
Prior to these conversions, we had 11,064,664 shares of common stock issued and outstanding and 4,578,070 shares of Series A Preferred Stock convertible into common stock that was issued and outstanding. Following these conversions, the number of shares of common stock issued and outstanding is 14,163,287 and the number of shares of Series A Preferred Stock convertible into common stock issued and outstanding is 1,479,447.
The number of shares of Preferred Stock converted into shares of common stock by each shareholder is set forth in the table below:
Name of security holder | Number of shares of Preferred Stock held prior to conversion | Number of shares of Preferred Stock converted into shares of common stock | Number of shares of Preferred Stock held after conversion | |||||||||
Hudson Bay Master Fund, Ltd. | 2,362,778 | 1,300,000 | 1,062,778 | |||||||||
CVI Investments, Inc. | 963,623 | 963,623 | - | |||||||||
Empery Asset Master, Ltd. | 457,791 | 305,397 | 152,394 | |||||||||
Empery Tax Efficient, LP | 337,936 | 225,439 | 112,497 | |||||||||
Empery Tax Efficient II, LP | 455,942 | 304,164 | 151,778 | |||||||||
Total | 4,578,070 | 3,098,623 | 1,479,447 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TEMPUS APPLIED SOLUTIONS HOLDINGS, INC. | ||
Date: June 23, 2017 | By: | /s/ Johan Bergendorff |
Name: | Johan Bergendorff | |
Title: | Chief Financial Officer |
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