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.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CANFIELD MEDICAL SUPPLY, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
13754P105
(CUSIP Number)
Robert Nistico
c/o Canfield Medical Supply, Inc.
Canfield, Ohio 44406
(330) 533-1914
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 31, 2020
(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).
| 1 |
| CUSIP No. 13754P105 |
| 1 | NAMES OF REPORTING PERSON |
| Robert Nistico | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
|
(a) [ ] (b) [ ] | |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions) SC |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| [ ] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER: |
| 4,407,233(1) | ||
| 8 | SHARED VOTING POWER: | |
| 9 | SOLE DISPOSITIVE POWER: | |
| 4,407,233 | ||
| 10 | SHARED DISPOSITIVE POWER: | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 4,407,233 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 6.5% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| IN |
| (1) | The calculation of the beneficial ownership of the Reporting Persons is based on (i) 67,720,853 shares of Common Stock issued and outstanding as of March 31, 2020, as reported by the Issuer in its Form 8-K filed on April 6, 2020 and (ii) 477,023 shares of C ommon Stock to be issued upon the conversion or exercise, as applicable, of shares underlying outstanding options held by the Reporting Person. |
| 2 |
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule 13D relates is the Common Stock, no par value (“Common Stock”), of Canfield Medical Supply, Inc., a Colorado corporation (the “Company”). The principal offices of the Company are located at 4120 Boardman-Canfield Road, Canfield, Ohio 44406.
Item 2. Identity and Background
| (a) | This statement is being filed on behalf of Robert Nistico (the “Reporting Person”). |
| (b) | c/o 4120 Boardman-Canfield Road, Canfield, Ohio 44406 |
| (c) | The Reporting Person is President and Chief Executive Officer and Chairman of the Company. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof were or are 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) | The Reporting Person is a citizen of the United States of America |
Item 3. Source and Amount of Funds or Other Considerations
As a result of the Merger (as defined and explained in more detail below), effective March 31, 2020, the Reporting Person acquired beneficial ownership of 3,930,210 shares of Common Stock and 477,023 shares of Common Stock to be issued upon the conversion or exercise, as applicable, of shares underlying outstanding options held by the Reporting Person.
| 3 |
Item 4. Purpose of Transaction
Closing of the Merger
On December 31, 2019, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SBG Acquisition Inc. (“Merger Sub”), a Nevada Corporation wholly-owned by the Company, and Splash Beverage Group, Inc. a Nevada corporation (“Splash”) pursuant to which Merger Sub shall be merged with and into Splash (the “Merger”) with Splash as the surviving company and a wholly-owned subsidiary of the Company.
The closing of the Merger took place on March 31, 2020 (the “Closing”), and, on March 31, 2020, the Company filed Articles of Conversion/Exchange Merger with the Secretary of State of the State of Nevada pertaining to the merger of Merger Sub into Splash, with Splash as the surviving entity wholly owned by the Company, and the Merger became effective on that date.
Prior to Closing, the Reporting Person beneficially owned (i) 2,350,000 shares of common stock of Splash and (ii) 350,000 shares of common stock of Splash underlying options. At the Closing, and in accordance with the Merger Agreement, all such shares of Splash beneficially owned by the Reporting Person were converted into (i) 3,930,210 shares of Common Stock and (ii) 466,023 shares of Common Stock to be issued upon the conversion or exercise, as applicable, of shares underlying outstanding options, respectively, beneficially held by the Reporting Person.
In addition, a majority of the board of directors and management of the Company will be replaced, including the recent appointment of the Reporting Person as the President and Chief Executive Officer and the Chairman of the Company, in accordance with the Merger Agreement.
The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by the terms of the Merger Agreement, which is attached as an exhibit hereto and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
| (a) and (b) The information contained on the cover page to this Schedule 13D is incorporated herein by reference |
| (c) Except for the transaction described in Item 4 of this Schedule 13D, the Reporting Person has not engaged in any transaction during the past 60 days involving shares of common stock of the Issuer. |
| (d)No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. | |
| (e) Not applicable. | |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as described elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise), to the best knowledge of the Reporting Person, between the Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
| 4 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: April 10, 2020 | /s/ Robert Nistico | |
| Name: | Robert Nistico | |
| 5 |