0001213900-15-009063.txt : 20151124 0001213900-15-009063.hdr.sgml : 20151124 20151124154323 ACCESSION NUMBER: 0001213900-15-009063 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150316 FILED AS OF DATE: 20151124 DATE AS OF CHANGE: 20151124 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Infinity Augmented Reality, Inc. CENTRAL INDEX KEY: 0001421538 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 711013330 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 228 PARK AVE. S #61130 CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 917-677-2084 MAIL ADDRESS: STREET 1: 228 PARK AVE. S #61130 CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: ABSOLUTE LIFE SOLUTIONS, INC. DATE OF NAME CHANGE: 20100714 FORMER COMPANY: FORMER CONFORMED NAME: SHIMMER GOLD, INC. DATE OF NAME CHANGE: 20071218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOGEG MOSHE CENTRAL INDEX KEY: 0001592620 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53446 FILM NUMBER: 151252604 MAIL ADDRESS: STREET 1: 17 DERECH METAR RD CITY: METAR STATE: L3 ZIP: 85025 4 1 f4031615hogeg_infinityaug1.xml OWNERSHIP DOCUMENT X0306 4 2015-03-16 0 0001421538 Infinity Augmented Reality, Inc. ALSO 0001592620 HOGEG MOSHE C/O 4 BERKOVITZ ST., 18TH FLOOR (MUSEUM TOWER) TEL-AVIV L3 ISRAEL 1 0 1 0 Common Stock 2015-03-16 4 S 0 295000 0.1679 D 8136719 D Common Stock 2015-03-17 4 S 0 105000 0.1206 D 8031719 D Convertible Notes 0 2015-04-06 4 P 0 14324313 0.0175 A 2015-04-06 2016-04-06 Convertible Notes 14324313 22356032 I Reporting Person controls Direct Owner Series A Preferred Stock 0 2015-08-25 4 C 0 8031719 A 2015-08-25 Series A Preferred Stock 8031719 22356032 I Reporting Person controls Direct Owner Series B Preferred Stock 0 2015-08-25 4 C 0 14324313 A 2015-08-25 Series B Preferred Stock 14324313 22356032 I Reporting Person controls Direct Owner Series B Preferred Stock 0 2015-09-08 4 P 0 14324313 0.0175 A 2015-09-08 Series B Preferred Stock 14324313 36680345 I Reporting Person controls Direct Owner Reporting Person inadvertently reported the acquisition on a form 4 of 450,000 shares of common stock, par value $0.00001 per share (the "Common Stock") of Infinity Augmented Reality, Inc. (the "Issuer") on November 25, 2013, where in fact he acquired only 400,000, which were all sold in March 2015 as reported in this Form 4. Consist of (a) 105,000 shares of common Stock held directly by the Reporting Person and (b) 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock par value $0.00001 per share (the "Series A Preferred Stock") of the Issuer which are held directly by Singulariteam Fund LP. The reporting person is the Managing Partner & Chairman of Singulariteam Fund LP and may be deemed to beneficially own such shares. Singulariteam Fund LP entered into an agreement with the Issuer to receive the above referred to Series A Preferred Stock for 4,000,000 in principal amount of convertible debentures of the Issuer and accrued interest thereon and warrants to purchase up to an additional $4,000,000 shares. Does not include options to purchase 20,100,000 of Common Stock. Consist of 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock of the Issuer. See also note 2. Consist of (a) 8,031,719 shares of Common Stock of the Issuer issuable upon conversion of Series A Preferred Stock of the Issuer. See Note 2 and (b) convertible notes which are convertible into 14,324,313 Series B Preferred Shares held directly by Singulariteam Fund II LP. The Reporting Person is the Principal Partner & Chairman of Singulariteam Fund II LP and may be deemed to beneficially own such shares. Reflects the receipt of 8,031,719 shares of Series A Preferred Stock of the Issuer held by Singulariteam Fund LP in exchange for 4,000,000 in principal amount of convertible debentures of the Issuer and accrued interest thereon and warrants to purchase up to an additional $4,000,000 shares and (b) notes to purchase 14,324,313 shares of Series B Preferred Stock held directly by Singulariteam Fund II LP. Shares of Series A Preferred Stock and Series B Preferred Stock are currently convertible on a one for one basis to Common Stock. Reflects the automatic conversion of notes to 14,324,313 shares of Series B Preferred Stock. Consists of (a) 8,031,719 shares of Series A Preferred Stock directly owned by Singulariteam Fund LP and (b) 14,324,313 Series B Preferred Shares held directly by Singulariteam Fund II LP. Consists of (a) 8,031,719 shares of Series A Preferred Stock directly owned by Singulariteam Fund LP and (b) 28,648,626 shares of Series B Preferred Stock held directly by Singulariteam Fund II LP. The right to convert the Series A Preferred Stock and Series B Preferred Stock to Common Stock does not expire. /s/ Moshe Hogeg 2015-11-24