0001213900-19-006126.txt : 20190410 0001213900-19-006126.hdr.sgml : 20190410 20190410174457 ACCESSION NUMBER: 0001213900-19-006126 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190410 DATE AS OF CHANGE: 20190410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Rourke Tim CENTRAL INDEX KEY: 0001766956 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53641 FILM NUMBER: 19742421 MAIL ADDRESS: STREET 1: 344 GROVE STREET #2 #4018 CITY: JERSEY CITY STATE: NJ ZIP: 07302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TRULI TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001462223 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 263090646 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 100 WAUGH DR. SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77007 BUSINESS PHONE: (888) 925-7010 MAIL ADDRESS: STREET 1: 100 WAUGH DR. SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77007 FORMER COMPANY: FORMER CONFORMED NAME: Truli Media Group, Inc. DATE OF NAME CHANGE: 20120709 FORMER COMPANY: FORMER CONFORMED NAME: SA Recovery Corp. DATE OF NAME CHANGE: 20090417 3 1 ownership.xml OWNERSHIP DOCUMENT X0206 3 2019-03-31 0 0001462223 TRULI TECHNOLOGIES, INC. TRLI 0001766956 O'Rourke Tim 100 WAUGH DR. SUITE 300, HOUSTON, TX 77007 1 0 0 0 Series F Convertible Preferred Stock 0.02 Common Stock 200000000 I See Footnote Each share of Series F convertible preferred stock, par value $0.0001 per shares (the "Series F Preferred Stock") of the Issuer initially converts into 1,000 shares of common stock, par value $0.0001 (the "Common Stock") of the Issuer. The Series F Preferred Stock has no expiration date. The Certificate of Designation of Series F Preferred Stock contains a conversion cap, pursuant to which at no time may all or a portion of the shares of Series F Preferred Stock be converted if the number of shares of Common Stock to be issued upon such conversion would cause the beneficial ownership of any holder of Series F Preferred Stock, including the Reporting Person, to exceed, when aggregated with all other shares of Common Stock beneficially owned by such holder at such time, the number of shares of Common Stock equal to 4.99% of all of the Common Stock issued and outstanding at such time. This provision may be waived by the holder by written notice to the Issuer, which notice shall be effective 61 calendar days after the date of such notice. Additionally, in no event shall any shares of Series F Preferred Stock be converted if after giving effect to the conversion, any holder of Series F Preferred Stock, including the Reporting Person, would beneficially own more than 9.99% of all of the Common Stock issued and outstanding at such time. The Reporting Person is the Managing Director of Icon Information Consultants, LP, which holds a substantial equity interest in Genesys Talent, LLC ("Genesys"), which directly owns 200,000 shares of Series F Preferred Stock. The Reporting Person disclaims beneficial ownership of the shares of Series F Preferred Stock held by Genesys except to the extent of his pecuniary interest therein. Exhibit 24 - Power of Attorney /s/ Timothy O'Rourke, by MDH attorney-in-fact 2019-04-10 EX-24 2 f3033119orourkeex24_truli.htm POWER OF ATTORNEY

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents that the undersigned hereby constitutes and appoints each of Miles L. Jennings and Michael Harris, signing singly, the undersigned’s true and lawful attorney-in-fact to do each of the following, provided, however, that the Power of Attorney shall not be used unless my signature is required and I am unavailable:

 

(1)prepare and execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or 10% beneficial owner of securities of Truli Technologies, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;

 

(2)prepare and execute Forms 144 required to be filed under the Securities Act of 1933 (the “Securities Act”);

 

(3)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(4)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of April, 2019.

 

  /s/ Timothy O’Rourke
  Signature
   
  Timothy O’Rourke
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