Sec Form 13D Filing - Werner Lou III filing for Red Cat Holdings Inc. (RCAT) - 2017-03-27

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

 

 

TimefireVR Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

88732W109

(CUSIP Number)

 

Lou Werner III

6900 E. Camelback Road, Suite 1020

Scottsdale, Arizona 85251

Telephone: 480-970-5464

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

 

March 6, 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 Rule.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.  Names of Reporting Persons.
Lou Werner III
2.  Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
3.  SEC Use Only
4.  Source of Funds
PF
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
	2,847,793 (1)
	8.  Shared Voting Power
	0
	9.  Sole Dispositive Power
	2,847,793 (1)
	10.  Shared Dispositive Power
	0
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
2,847,793 (1)
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
13.  Percent of Class Represented by Amount in Row (11)
6.2% (2)
14.  Type of Reporting Person
IN

 

(1)

Represents 2,043,185 shares of common stock, 471,274 shares underlying warrants and 333,334 shares underlying convertible notes. Includes securities held by LEM Diversified, LLC, of which the Filing Person is manager.

(2)

Based upon 44,840,276 share reported by the Issuer as outstanding on March 6, 2017.

 

 

ITEM 1. SECURITY AND ISSUER

 

This Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”) of TimefireVR Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 7600 E. Redfield Road, Suite 100, Building A, Scottsdale, Arizona 85260.

 

ITEM 2. IDENTITY AND BACKGROUND

 

(a) This statement is filed on behalf of Lou Werner III (the “Filing Person”).

 

(b) The Filing Person’s principal business address is 6900 E. Camelback Road, Suite 1020, Scottsdale, Arizona 85251.

 

(c) The Filing Person’s present principal occupation is architect and owner of Formwerks Studios, L.L.C.

 

(d) During the last five years, the Filing Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, the Filing Person has not 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 violations with respect to such laws.

 

(f) The Filing Person is a citizen of the United States of America.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION 

Effective September 13, 2016, the Issuer and Timefire LLC, an Arizona limited liability company ("Timefire"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Issuer acquired Timefire, which is now a subsidiary of the Issuer (the foregoing transaction, the "Merger"). The Filing Person acquired 2,043,185 shares of common stock and 137,940 five-year warrants exercisable at $0.58 per share as Merger consideration in exchange for his equity interests in Timefire.

 

Using personal funds, the Filing Person invested in a private placement offering of the Issuer which closed on March 6, 2017, pursuant to which the Issuer sold the Filing Person Senior Convertible Notes (the “Notes”) in a principal amount of $100,000 with an original issue discount of 5% and 8% annual interest. On or after September 3, 2017, subject to certain conditions, the Notes are convertible into common stock of the Issuer at $0.30 per share. As additional consideration, the Issuer issued the Filing Person a total of 333,334 five-year warrants to purchase the Issuer’s common stock, which are exercisable on or after September 3, 2017 at $0.35 per share.

 

ITEM 4. PURPOSE OF TRANSACTION

 

The disclosure under Item 3, above, is incorporated by reference herein.

 

The Filing Person, solely in his capacity as a member of the Board of Directors of the Issuer, may, from time to time, formulate plans or proposals regarding the Issuer or its securities for consideration by the Board of Directors and the Issuer’s management as part of his service as a director.

 

Depending on market conditions, the Filing Person may also acquire or dispose of additional shares of the Issuer in his personal capacity, subject to Section 16(b) of the Securities Exchange Act of 1934.

 

Other than as described herein, the Filing Person does not have any plans that would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a)–(c)

The information required by Items 5(a)-(c) is set forth in Rows (7)-(13) of the cover page and the footnotes thereto and is incorporated herein by reference.

 

(d)

To the best knowledge of the Filing Person, no person, other than the Filing Person, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by the Filing Person.

 

(e)

Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

The information provided in Item 4 is incorporated herein by reference. Other than as described in this Schedule 13D, to the knowledge of the Filing Person, there are no contracts, arrangements, understanding or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

	Exhibit No.	Description
	10.1	Agreement and Plan of Merger (incorporated by reference from the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2016)

 

 

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.

 

 

March 27, 2017                           

Date

 

 

/s/ Lou Werner III                        

Lou Werner III

 

 

 

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.