Form 4: Awaysis Capital Co-CEO and CFO Andrew Trumbach Reports Beneficial Ownership Changes

Andrew Trumbach, Co-CEO and CFO of Awaysis Capital, reports transactions related to a convertible promissory note held by Harthorne Capital, Inc.

Summary

• Andrew Trumbach, Co-CEO and CFO of Awaysis Capital, filed a Form 4 detailing changes in beneficial ownership.
• The filing relates to a convertible promissory note issued by Awaysis Capital to Harthorne Capital, Inc. for $1.1 million.
• The note bears a 12% annual interest rate and matures on July 30, 2025.
• Harthorne Capital has the option to convert the note into Awaysis Capital common stock at a price of $0.30 per share.
• Trumbach, as President, CFO, and an executive director of Harthorne Capital, has voting and dispositive control over the securities owned by Harthorne.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing and does not inherently convey positive or negative sentiment. The convertible note represents a financing event, which could be viewed as either positive (access to capital) or negative (potential dilution).

Risks

• The convertible note could lead to dilution of existing shareholders if Harthorne Capital exercises its conversion option.
• Awaysis Capital is obligated to repay the $1.1 million loan plus interest by July 30, 2025, which could strain its finances.

Future Outlook

The document does not contain explicit forward-looking statements, but the convertible note indicates a future potential increase in the number of outstanding shares if Harthorne Capital chooses to convert.

Management Comments

• The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Industry Context

Convertible notes are a common financing tool for smaller companies, allowing them to raise capital without immediately diluting existing shareholders. The terms of the note, such as the interest rate and conversion price, are indicative of the perceived risk and potential upside of the investment.

Comparison to Industry Standards

• The 12% interest rate on the convertible note is relatively high, suggesting that Awaysis Capital may have had limited access to capital at more favorable terms.
• Conversion prices for similar convertible notes in micro-cap companies typically range from a 10% to 30% discount to the current market price at the time of issuance.

Related Party Transactions

• The transaction involves Harthorne Capital, Inc., where Andrew Trumbach, Co-CEO and CFO of Awaysis Capital, holds a leadership position, indicating a related-party transaction.

Stakeholder Impact

• Shareholders may experience dilution if the convertible note is converted into common stock.
• The loan provides Awaysis Capital with additional capital, potentially benefiting employees and customers through continued operations and investment.

Key Dates