Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 6)*
Under the Securities Exchange Act of 1934
CHARLIE’S HOLDINGS, INC.
(Name
of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title
of Class of Securities)
16077A101
(CUSIP
Number)
Vincent C. Smith
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LB 2, LLC
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Red Beard Holdings, LLC
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17595 Harvard Avenue, Suite C511
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17595 Harvard Avenue, Suite C511
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17595 Harvard Avenue, Suite C511
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Irvine, CA 92614
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Irvine, CA 92614
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Irvine, CA 92614
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Attention: Manager
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Attention: Manager
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With Copies To:
Daniel
W. Rumsey, Esq.
Jessica
R. Sudweeks, Esq.
Disclosure
Law Group, aPC
655
West Broadway, Suite 870
San
Diego, CA 92101
Tel:
(619) 272-7050
Fax:
(619) 330-2010
February 8, 2017
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP
No. 16077A101
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13D
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Page 1 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
LB 2, LLC
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||||
2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☐
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3.
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SEC USE
ONLY
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||||
4.
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SOURCE
OF FUNDS (see instructions)
WC
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||||
5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
(see instructions) ☐
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||||
6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
0
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8.
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SHARED
VOTING POWER
9,275,996
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9.
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SOLE
DISPOSITIVE POWER
0
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10.
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SHARED
DISPOSITIVE POWER
9,275,996
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,275,996
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||||
12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
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||||
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*(1)
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||||
14.
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TYPE OF
REPORTING PERSON (see instructions)
OO (LLC)
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* Less than 0.1%
(1)
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The
Reporting Person is a party to a Voting Agreement that may limit
its ability to vote its outstanding shares of capital stock of the
Company in certain circumstances. See Item 4 of this Schedule 13D
for additional information.
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CUSIP
No. 16077A101
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13D
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Page 2 of 9 Pages
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1.
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NAMES
OF REPORTING PERSONS
Red Beard Holdings, LLC
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||||
2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☐
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||||
3.
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SEC USE
ONLY
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||||
4.
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SOURCE
OF FUNDS (see instructions)
WC
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||||
5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
(see instructions) ☐
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||||
6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7.
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SOLE
VOTING POWER
0
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8.
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SHARED
VOTING POWER
3,359,883,729
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|||
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9.
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SOLE
DISPOSITIVE POWER
0
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|||
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10.
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SHARED
DISPOSITIVE POWER
3,359,883,729
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|||
11.
|
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,359,883,729 (1)
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||||
12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
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||||
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7(1)(2)
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||||
14.
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TYPE OF
REPORTING PERSON (see instructions)
OO (LLC)
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(1)
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Beneficial
ownership is determined in accordance with Rule 13d-3 under the Act
and includes voting or investment power with respect to the
reported securities. Shares of the Common Stock that may be
acquired by the Reporting Person within 60 days are deemed to be
outstanding for the purpose of computing the number and percentage
of shares beneficially owned by the Reporting Person, but are not
deemed to be outstanding for the purpose of computing the number or
percentage of shares beneficially owned by the other Reporting
Persons. As a result, the number of shares and percentage ownership
reported by the Reporting Person does not reflect the actual
ownership or voting power of the Reporting Person with respect to
securities of the Issuer that are actually
outstanding.
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(2)
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The
Reporting Person is a party to a Voting Agreement that may limit
its ability to vote its outstanding shares of capital stock of the
Company in certain circumstances. See Item 4 of this Schedule 13D
for additional information.
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CUSIP
No. 16077A101
13D
Page 3 of 9
Pages
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1.
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NAMES
OF REPORTING PERSONS
Vincent C. Smith
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☐
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||||
3.
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SEC USE
ONLY
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||||
4.
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SOURCE
OF FUNDS (see instructions)
PF
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
(see instructions) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
3,423,617,837
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
3,423,617,837
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10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,423,837 (1)
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||||
12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐
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||||
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0 (1)(2)
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14.
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TYPE OF
REPORTING PERSON (see instructions)
IN
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(1)
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Beneficial
ownership is determined in accordance with Rule 13d-3 under the Act
and includes voting or investment power with respect to the
reported securities. Shares of the Common Stock that may be
acquired by the Reporting Person within 60 days are deemed to be
outstanding for the purpose of computing the number and percentage
of shares beneficially owned by the Reporting Person, but are not
deemed to be outstanding for the purpose of computing the number or
percentage of shares beneficially owned by the other Reporting
Persons. As a result, the number of shares and percentage ownership
reported by the Reporting Person does not reflect the actual
ownership or voting power of the Reporting Person with respect to
securities of the Issuer that are actually
outstanding.
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(2)
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The
Reporting Person is a party to a Voting Agreement that may limit
its ability to vote its outstanding shares of capital stock of the
Company in certain circumstances. See Item 4 of this Schedule 13D
for additional information.
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CUSIP
No. 16077A101
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13D
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Page 4 of 9
Pages
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EXPLANATORY NOTE
Reference is hereby made to that certain statement on Schedule 13D
filed with the Securities and Exchange Commission (the
“SEC”) on June 16, 2015 relating to the
beneficial ownership by the Reporting Persons of the Common Stock
of the Issuer. The Schedule 13D was amended by (i) the filing
of Amendment No. 1 to Schedule 13D with the SEC on
July 23, 2015, (ii) the filing of Amendment No. 2 to
Schedule 13D with the SEC on August 28, 2015, (iii) the
filing of Amendment No. 3 to Schedule 13D with the SEC on
November 4, 2015, (iv) the filing of Amendment No. 4
to Schedule 13D with the SEC on December 14, 2015, and (v) the
filing of Amendment No. 5 to Schedule 13D with the SEC on
April 25, 2016. This Amendment No. 6 to Schedule 13D is
intended to amend and restate the Schedule 13D, as previously
amended, in its entirety to reflect all transactions since the date
of filing Amendment No. 5 (as so amended, this
“Schedule
13D” or this
“Statement”).
The Reporting Persons hereby amend and restate the Schedule 13D as
follows:
Item 1. Security and Issuer
This
Schedule 13D relates to the common stock, par value $0.001 per
share (“Common
Stock”),
of Charlie’s Holdings, Inc. (the
“Company”). The
principal executive offices of the Company are located at 1007
Brioso Drive, Costa Mesa, California 92627.
Item 2. Identity and Background
(a)
This Schedule 13D is filed by the following persons:
●
LB 2,
LLC, a limited liability company organized under the laws of
California (“LB 2
”);
●
Red
Beard Holdings, LLC, a limited liability company organized under
the laws of Delaware (“Red
Beard ”); and
●
Vincent
C. Smith, an individual (“Mr. Smith ” and, together with LB
2 and Red Beard, the “Reporting Persons”).
Mr. Smith
is the Manager of LB 2 and has the sole right to vote and dispose
of the securities held by LB 2. Mr. Smith is the Manager of
Red Beard and has the sole right to vote and dispose of the
securities held by Red Beard.
The agreement among the Reporting Persons relating
to the joint filing of this Statement was previously attached
as Exhibit
1 to Amendment No. 2
to Schedule 13D.
(b) The business address for each of the Reporting
Persons is 17595 Harvard Avenue, Suite C511, Irvine,
California 92614.
(c)
LB 2 and Red Beard are investment vehicles. The principal
occupation of Mr. Smith is Principal of Toba
Capital.
(d)
During the past five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e)
During the past five years, none of the Reporting Persons has been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f)
This citizenship of the Reporting Persons is as
follows:
●
LB 2 is
a limited liability company organized under the laws of
California;
●
Red
Beard is a limited liability company organized under the laws of
Delaware; and
●
Mr.
Smith is a citizen of the United States of America.
CUSIP
No. 16077A101
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13D
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Page 5 of 9
Pages
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Item 3. Source and Amount of Funds or Other
Consideration
The
source of funds for the acquisition of the securities of the
Company reported in this Statement as beneficially owned by the
Reporting Persons was the available capital of LB 2, Red Beard and
Mr. Smith, as applicable. None of the funds used to acquire
the reported securities were borrowed or otherwise obtained for the
purpose of acquiring the securities.
For
additional information about the acquisition of the reported
securities, see the disclosure in Item 4 of this Statement, which
is incorporated by reference into this Item 3.
Item 4. Purpose of Transaction
The
securities of the Company to which this Statement relates have all
been acquired by the Reporting Persons for investment purposes. A
summary of the transactions pursuant to which the reported
securities were acquired is set forth below.
Purchase of Series C Preferred Stock and Warrants by Red Beard
(April 2016 through July 2016)
On April 13, 2016, Red Beard entered into a
Securities Purchase Agreement with the Company (as subsequently
amended, the “April Purchase
Agreement”), pursuant to
which Red Beard purchased (i) 25,000 shares of the the
Company’s Series C Convertible Preferred Stock, par value
$0.001 per share (the “Series C
Preferred”) for $100.00
per share on April 13, 2016, (ii) 10,000 shares of the
Series C Preferred for $100.00 per share on July 16, 2016, and
(iii) 11,400 shares of the Series C Preferred for $100.00 per share
on August 31, 2016. The shares of Series C Preferred purchased
pursuant to the April Purchase Agreement are convertible into an
aggregate of 33,333,334 shares of Common Stock (the
“April Conversion
Shares”). In connection
with the April Purchase Agreement, the Company filed a Third
Amended and Restated Certificate of Designation (the
“Third Certificate of
Designation”) on
April 13, 2016.
Pursuant to the April Purchase Agreement, Red
Beard also acquired warrants (the “April
Warrants”) to purchase
that number of shares of Common Stock equal to 100% of the April
Conversion Shares, which have an exercise price of $0.15 per share.
Because Red Beard has completed the Initial Investment and, in the
absence of another investor participating, has committed to
complete the Second Investment, Red Beard is reporting that the
April Warrants provide it with the right to acquire 30,933,334
shares of Common Stock. The April Warrants have a five-year term
and are immediately exercisable. As more fully described below
under the heading “Warrant Exchange
Program,” the April
Warrants were subsequently cancelled and exchanged for shares of
the Company’s Common Stock.
Concurrent with the
execution of the April Purchase Agreement, each of the Reporting
Persons (collectively, the “Stockholders”)
entered into an agreement with the Company (the
“Voting
Agreement”) pursuant to
which they agreed, among other things, that they shall not be
entitled to vote any outstanding shares of capital stock of the
Company, including any shares of Series C Preferred or Common Stock
(including any shares of Common Stock acquired upon the exercise of
warrants), whether owned as of the date of the Voting Agreement
or acquired thereafter, to the
extent that the Stockholders would collectively control in excess
of 50% of the total voting power of the outstanding shares of
capital stock of the Company (the “Voting
Power”) at the time of
any such vote, provided, however, that the Stockholders shall collectively be
entitled to vote that number of shares of the capital stock of the
Company held by the Stockholders that equal up to exactly 50% of
the Voting Power at the time of any such vote. For purposes of the
Voting Agreement “Stockholders” include any
“affiliate” (as defined in Rule 144 under the
Securities Act of 1933, as amended) of any of the Stockholders to
which any shares of capital stock of the Company are sold or
transferred on or following the date of the Voting Agreement. The
voting limitation set forth in the Voting Agreement shall terminate
upon the expiration of 61 days following the date on which written
notice is delivered to the Company by the Stockholders holding a
majority of the shares of capital stock of the Company then held by
all Stockholders requesting that the voting limitation be so
terminated. For the sake of clarity, the Voting Agreement does not
limit the ability of any of the Stockholders to exercise investment
power (including the power to dispose, or direct the disposition)
of any shares of the capital stock of the
Company.
Purchase of Series D Preferred Stock and Warrants by Red Beard
(February 2017)
On February 8, 2017, Red Beard entered into a
Securities Purchase Agreement with the Company (the
“February 2017 Purchase
Agreement”), pursuant to
which Red Beard purchased 10,000 shares of the Company’s
Series D Convertible Preferred Stock, par value $0.001 per share
(the “Series D
Preferred”) for $100 per
share. Each share of Series D Preferred had a stated value of $100
per share (the “Series D Stated
Value”), and was
immediately convertible, at the option of each respective holder,
into that number of shares of Common Stock equal to the Stated
Value, divided by $0.15 per share. As a result, the shares of
Series D Shares purchased by Red Beard pursuant to the February
2017 Purchase Agreement were convertible into 6,666,667 shares of
Common Stock (the “Series D Conversion
Shares”). The terms of
the Series D Preferred are more fully described in that certain
Certificate of Designation, Preferences, Rights and Limitations of
Series D Convertible Preferred Stock of the Company filed with the
Secretary of State of Nevada on January 24, 2017 (the
“Series D Certificate of
Designation”).
CUSIP
No. 16077A101
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13D
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Page 6 of 9
Pages
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Pursuant to the February 2017 Purchase Agreement,
Red Beard also acquired warrants (the “February 2017
Warrants”) to purchase an
aggregate of 13,333,334 shares of Common Stock (the
“February 2017 Warrant
Shares”), which reflects
a number of shares equal to 200% of the February 2017 Conversion
Shares. The February Warrants have a five-year term and are
immediately exercisable for $0.15 per share. As more fully
described below under the heading “Warrant Exchange
Program,” the February
2017 Warrants were subsequently cancelled and exchanged for shares
of the Company’s Common Stock.
Warrant Exchange (February 2017)
On February 8, 2017, each of Mr. Smith, LB 2 and
Red Beard entered into a Warrant Exchange Agreement with the
Company (the “Exchange
Agreement”) whereby
warrants issued to LB 2 a Securities Purchase Agreement in February
2015, subsequently transferred to Mr. Smith (the
“February Warrants”),
warrants issued to Red Beard pursuant to a Securities Purchase
Agreement in August 2015 (the “August Warrants), the October Warrant (defined below), warrants
issued to Red Beard pursuant to a Securities Purchase Agreement in
November 2015 (the “November Purchase
Agreement”), (the
“November
Warrants”), the April Warrants, and the February 2017 Warrants
(collectively, the “Outstanding
Warrants”) were
cancelled, and, in return the Company issued to Mr. Smith, LB 2,
LLC and Red Beard 0.5 share of Common Stock for every share of
Common Stock otherwise issuable upon exercise of Outstanding
Warrants (the “Exchange
Shares”). As a result,
Outstanding Warrants to purchase an aggregate total of 89,849,912
shares of Common Stock were cancelled in exchange for an aggregate
of 44,924,956 Exchange Shares. Mr. Smith received 8,750,000
Exchange Shares, LB 2, LLC received 7,816,667 Exchange Shares, and
Red Beard received 28,358,289 Exchange Shares.
Red Beard Note Conversion (April 2019)
In April 2018, the Company sold certain inventory
to Red Beard for an aggregate purchase price of approximately $1.44
million (the “Purchase
Price”). As payment for
the Purchase Price, the principal amount of a senior secured
convertible promissory note issued to Red Beard by the Company in
the principal amount of $2.25 million (the
“Red
Beard Note”) was reduced
by the Purchase Price, resulting in approximately $814,000 owed to
Red Beard under the terms of the Red Beard Note as of April 5,
2018. As of March 31, 2019, the Company owed Red Beard $569,741 in
principal and accrued but unpaid interest pursuant to the Red Beard
Note. On April 26, 2019, Red Beard converted all amounts due under
the terms of the Red Beard Note into 348,367,950 shares of the
Company’s Common
Stock.
Charlie’s Holdings Securities Exchange (April
2019)
On April 26, 2019 (the “Closing
Date”), Charlie’s
Holdings, Inc., formerly known as True Drinks Holdings, Inc.,
entered into a Securities Exchange Agreement
(“Exchange Agreement”), with each of the members, including the
Reporting Person (“Members”), of Charlies Chalk Dust, LLC, a Delaware
limited liability company (“CCD”), and certain direct investors
(“Direct
Investors”), pursuant to
which the Company acquired all outstanding membership interests of
CCD beneficially owned by the Members in exchange for the issuance
by the Company of units (“Units”) (the “Share
Exchange”).
On April 26, 2019, in connection with the Share
Exchange, pursuant to a Debt Conversion Agreement, Red Beard
purchased substantially all outstanding indebtedness of the
Company, including, without limitation, the Food Labs Note and
Secured Notes. Thereafter, the Company entered into a Debt
Conversion Agreement with Red Beard, pursuant to which Red Beard
converted all indebtedness then held by Red Beard, amounting to an
aggregate of $4,227,250, into 1,070,741,474 shares of the
Company’s Common Stock
(the “Debt
Conversion”). As a
result of the Debt Conversion, all indebtedness, liabilities and
other obligations of the Company held by and owed to Red Beard were
cancelled and deemed satisfied in full.
Ownership of Mr. Smith
Mr. Smith
is the Manager of LB 2 and has the sole right to vote and dispose
of the securities held by LB 2. In addition, Mr. Smith is the
Manager of Red Beard and has the sole right to vote and dispose of
the securities held by Red Beard. As a result, Mr. Smith has
sole voting and dispositive power over the securities reported by
him and by each of the other Reporting Persons, and each of the
other Reporting Persons has shared voting and dispositive power
over the securities reported by that Reporting Person.
In
addition to the shares of Common Stock reported as being
beneficially owned by the Reporting Persons above, Mr. Smith
holds 1,041,445 shares of Common Stock (some of which were acquired
more than 60 days prior to the date on which this Schedule 13D was
originally filed), in an Investment Retirement Account of which he
is the sole owner.
CUSIP
No. 16077A101
|
|
13D
|
|
Page 7 of 9
Pages
|
Furthermore, on October 9, 2015, in
connection with, and as partial consideration for, Mr. Smith
executing a Personal Guaranty of Bottling Agreement, the Company
executed a warrant to purchase Common Stock (the
“October
Warrant”) pursuant to
which Mr. Smith acquired the right to purchase up to
17,500,000 shares of Common Stock at an initial exercise price of
$0.188 per share. In connection with the execution of
a
Securities Purchase Agreement with the Company, pursuant to which
Red Beard (i) purchased 10,000 shares of the Series C
Preferred for $100.00 per share effective as of November 25,
2015, (ii) purchased an additional 10,000 shares of the Series
C Preferred for $100.00 per share effective as of December 18,
2015, and (iii) purchased an additional 10,000 shares of the
Series C Preferred for $100.00 per share on January 18,
2016, the exercise price of the
October Warrant was subsequently reduced to $0.15 per share
pursuant to the anti-dilution provisions set forth therein. The
October Warrant has a five-year term and is immediately
exercisable. As described above, the October Warrant was cancelled
on February 8, 2017, and, in exchange, Mr. Smith received 8,750,000
Exchange Shares.
As a result of the aforementioned transactions and
relationships, Mr. Smith is reporting beneficial ownership of
an aggregate of 3,423,617,837
shares of Common
Stock.
Summary of Referenced Documents
The
foregoing descriptions of the (i) the February 2017 Purchase
Agreement, the Series D Certificate of Designation; (ii) the
February 2017 Warrants; (iii) the Red Beard Note; (iv) the Debt
Conversion Agreement; and (v) the Exchange Agreement do not purport
to be complete and are qualified in their entirety by reference to
the full text of those documents, each of which is included as an
exhibit to this Statement. For additional information, see the
disclosure in Item 7 of this Statement, which is incorporated by
reference into this Item 4.
Plans or Proposals of Reporting Persons
The
Reporting Persons have no present plans or proposals that relate to
or would result in any of the matters set forth in subparagraphs
(a)-(j) of Item 4 of Schedule 13D.
The
Reporting Persons intend to review their investments in the Company
on a continuing basis and have in the past, and may in the future,
engage in discussions with management, the board of directors,
other stockholders and other relevant parties concerning the
business, operations, board composition, management, strategy and
future plans of the Company. Depending on various factors
including, without limitation, the results of any such discussions;
the Company’s operating results, financial position and
business strategy; the trading price of the Common Stock;
conditions in the securities market; and general economic and
industry conditions, the Reporting Persons may in the future take
such actions with respect to their investments in the Company as
they deem appropriate. These actions may include, but are not
limited to, purchasing additional shares of Series C Preferred or
Common Stock; converting additional shares of Series C Preferred
into Common Stock; exercising the February Warrants, the October
Warrants, the November Warrants and/or the April Warrants (in whole
or in part); purchasing additional securities of the Company that
it may issue from time to time; selling some or all of their shares
of Series C Preferred or Common Stock (including Common Stock that
may be received upon conversion of the Series C Preferred), subject
to compliance with applicable law; engaging in any hedging or
similar transactions with respect to the Company’s
securities, subject to compliance with applicable law; seeking
additional board representation; taking other action to effect
changes in the board composition, ownership structure or operations
of the Company; encouraging the Company to pursue one or more
strategic transactions or strategic alternatives to its current
business; and/or otherwise changing their intention with respect to
any and all matters referred to in subparagraphs (a)-(j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The
information set forth on the Cover Pages to this Statement, and in
Item 4 of this Statement, is incorporated by reference into
this Item 5.
(a)
Information about the number of shares of Common Stock, and the
percentage of Common Stock, beneficially owned by each Reporting
Person is set forth below:
LB 2, LLC
●
Number
of Shares Beneficially Owned: 9,275,996 (see Row 11 of the
applicable Cover Page)
●
Percentage
of Class: less than 0.1% (see Row 13 of the applicable Cover
Page)
Red Beard Holdings, LLC
●
Number
of Shares Beneficially Owned: 3,359,883,729 (see Row 11 of the
applicable Cover Page)
●
Percentage
of Class: 16.7% (see Row 13 of the applicable Cover
Page)
Vincent C. Smith
●
Number
of Shares Beneficially Owned: 3,423,617,837 (see Row 11 of the
applicable Cover Page)
●
Percentage
of Class: 17.0% (see Row 13 of the applicable Cover
Page)
CUSIP
No. 16077A101
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13D
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Page 8 of 9
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With
respect to each of the Reporting Persons, beneficial ownership is
determined in accordance with Rule 13d-3 under the Act and includes
voting or investment power with respect to the reported securities.
Shares of Common Stock that may be acquired by a Reporting Person
within 60 days are deemed to be outstanding for the purpose of
computing the number and percentage of shares beneficially owned by
the Reporting Person, but are not deemed to be outstanding for the
purpose of computing the number or percentage of shares
beneficially owned by the other Reporting Persons. As a result, the
number of shares and percentage ownership reported by each
Reporting Person does not reflect the actual ownership or voting
power of the Reporting Person with respect to securities of the
Company that are actually outstanding.
The percentage of class reported as beneficially
owned by each of the Reporting Persons is based on 18,965,365,012
shares of Common Stock
and 206,249 shares of Series A Preferred, of which 33,750
shares of Series A Preferred are held by Red Beard, outstanding as
of November 12, 2019.
Concurrent
with the execution of the April Purchase Agreement, the
Stockholders entered into the Voting Agreement pursuant to which
they agreed that they shall not be entitled to vote any outstanding
shares of capital stock of the Company, whether owned as of the
date of the Voting Agreement or acquired thereafter, to the extent
that the Stockholders would collectively control in excess of 50%
of the Voting Power at the time of any such vote. For additional
information about the Voting Agreement, see the disclosure in
Item 4 of this Statement, which is incorporated by reference
into this Item 5.
(b)
Mr. Smith is the Manager of LB 2 and has the sole right to
vote and dispose of the securities held by LB 2. In addition,
Mr. Smith is the Manager of Red Beard and has the sole right
to vote and dispose of the securities held by Red Beard. As a
result, Mr. Smith has sole voting and dispositive power over
the securities reported by him and by each of the other Reporting
Persons, and each of the other Reporting Persons has shared voting
and dispositive power over the securities reported by that
Reporting Person.
(c)
This Schedule 13D was originally filed with the SEC on
June 16, 2015, and was previously amended by (i) the
filing of Amendment No. 1 to Schedule 13D with the SEC on
July 23, 2015, (ii) the filing of Amendment No. 2 to
Schedule 13D with the SEC on August 28, 2015, (iii) the
filing of Amendment No. 3 to Schedule 13D with the SEC on
November 4, 2015, (iv) the filing of Amendment No. 4
to Schedule 13D with the SEC on December 14, 2015, and (v) the
filing of Amendment No. 5 to Schedule 13D with the SEC on
April 25, 2016. This Amendment No. 6 to Schedule 13D is
intended to amend and restate this Schedule 13D in its entirety.
Except as disclosed in Item 4 of this Statement, during the
past 60 days, the Reporting Persons have not effected any
transactions in the Company’s securities.
(d)
Not applicable.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
For
additional information about the contracts, arrangements,
understandings or relationships among the Reporting Persons, and
between any of the Reporting Persons and any other person, with
respect to securities of the Issuer, see the disclosure in
Item 4 of this Statement, which is incorporated by reference
into this Item 6.
Item 7. Material to be Filed as Exhibits
The
following agreements and other documents are being filed with, or
incorporated by reference into, this Statement:
●
The
Series D Certificate of Designation, the February 2017 Purchase
Agreement, the February 2017 Warrants and the Exchange Agreement
are incorporated herein by reference to Exhibits 4.1, 10.1, 10.2
and 10.3, respectively, to the Company’s Current Report on
Form 8-K filed with the SEC on February 15, 2017.
●
The Red
Beard Note is incorporated herein by reference to Exhibit 10.1 to
the Quarterly Report on Form 10-Q filed on November 20,
2018
●
The
Debt Conversion Agreement and the Exchange Agreement are
incorporated herein by reference to Exhibits 10.1 and 10.2,
respectively, to the Company’s Current Report on Form 8-K
filed with the SEC on April 30, 2019.
For
additional information about each of the agreements and other
documents referenced above, see the disclosure in Item 4 of
this Statement.
CUSIP
No. 16077A101
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13D
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Page 9 of 9
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SIGNATURES
After
reasonable inquiry and to the best of the undersigned’s
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: November 21, 2019
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LB
2, LLC
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By: /s/ Vincent C.
Smith
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Name: Vincent C.
Smith
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Title:
Manager
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Red
Beard Holdings, LLC
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By: /s/ Vincent C. Smith
Name:
Vincent C. Smith
Title:
Manager
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Vincent
C. Smith
/s/ Vincent
C. Smith
Vincent
C. Smith
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