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Filing Details

Accession Number:: 0001144204-17-063714
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-12-14 16:06:13
Reporting Period:: 2017-10-24

Accepted Time:: 2017-12-14 16:06:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
225211	One Horizon Group Inc.	OHGI	Telephone & Telegraph Apparatus (3661)	251229323

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1714338	Zhanming Wu	C/O Dachao Asset Mgmt (Shanghai) Co, Ltd No. 868 Puming Rd, Bldg No. 5, Rm 703 Shanghai F4 200120		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-10-24	2,000,000	$0.13	2,000,000	No	4	P	Direct
Common Stock	Acquisiton	2017-11-27	13,000,000	$0.26	15,000,000	No	4	C	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	C	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	8% Series A Convertible Debenture	Disposition	2017-11-27	0	$0.00	13,000,000	$0.26

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2014-12-22	2018-01-31	No	4	C	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Class C Warrant (right to buy)	$18.00	2014-12-22	2018-12-21	64,815	64,815	Direct
Common Stock	Class D Warrant (right to buy)	$21.00	2014-12-22	2018-12-21	64,815	64,815	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2018-12-21	64,815	64,815	Direct
2018-12-21	64,815	64,815	Direct

Footnotes

The Issuer previously entered into an agreement with Mark B. White, the owner of 555,555 shares of the Issuer's Series A-1 Convertible Preferred Stock (the "Preferred Shares"), pursuant to which the Issuer agreed to issue to Mr. White 4,000,000 shares of common stock, together with a promissory note in the principal amount of $500,000 bearing interest at a rate of 7% per annum payable on August 31, 2019, in exchange for the Preferred Shares and the accrued but unpaid dividends thereon (the "Exchange"). The Exchange took place on November 27, 2017. Pursuant to the terms of a letter, dated September 14, 2017 (the "White Letter"), Mr. White transferred to the Reporting Person 2,000,000 shares of the Issuer's common stock immediately after the Exchange as consideration for the Reporting Person's previous contribution to Mr. White of $250,000 to be used in connection with Mr. White's initial purchase of the Preferred Shares.
On November 27, 2017, pursuant to the terms of a security purchase agreement between the Reporting Person and the Issuer, the Reporting Person converted $3,000,000 of the $3,500,000 in face amount of 8% Series A Convertible Debentures (the "Debentures"), together with all accrued but unpaid interest on the entire principal amount of the Debentures, in exchange for 13,000,000 shares of the Issuer's common stock. In addition, upon conversion of the $3,000,000 portion of the Debentures, the balance of the Debentures was deemed cancelled, and the Issuer issued to the Reporting Person a $500,000 promissory note bearing interest at the rate of 7% per annum payable on August 31, 2019.
The applicable rules of the Nasdaq OMX Market required stockholder approval for (1) the issuance to Mr. White of 4,000,000 shares of the Issuer's common stock in the Exchange and (2) the issuance to the Reporting Person of 13,000,000 shares of the Issuer's common stock upon conversion of the Debentures because the number of shares to be issued would represent in excess of 20% of the shares of the Issuer's common stock then outstanding.
(Continued from Footnote #3) On October 24, 2017, by written consent (the "Written Consent"), and as disclosed in the Issuer's Information Statement on Schedule 14C, filed with the Securities and Exchange Commission on November 6, 2017, holders of a majority of the Issuer's outstanding shares of common stock approved the issuance to Mr. White of 4,000,000 shares of the Issuer's common stock in the Exchange. Therefore, all conditions material to the Reporting Person's acquisition of 2,000,000 shares of the Issuer's common stock in connection with the White Letter had occurred as of October 24, 2017. In addition, the Written Consent included stockholder approval for the issuance to the Reporting Person of 13,000,000 shares of the Issuer's common stock upon conversion of the Debentures.