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13D Filing: Nokomis Capital and Widepoint Corp (NYSEMKT:WYY)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Nokomis Capital 0 12,774,251 0 12,774,251 12,774,251 15.4%
Brett Hendrickson 0 12,774,251 0 12,774,251 12,774,251 15.4%
Brett Hendrickson
Brett Hendrickson
Nokomis Capital

Page 1 of 8 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

 

 

WidePoint
Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

967590100

(CUSIP NUMBER)

Brett Hendrickson

2305 Cedar Springs Rd., Suite 420

Dallas, TX 75201

(972)
590-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 3, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  ☒.

The information required in 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, as amended (the Act), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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Page 2 of 8 – SEC Filing


CUSIP No. 967590100 13D
  1

NAME OF
REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Nokomis Capital, L.L.C.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*

(a)  ☐        (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS*

AF/OO

  5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

12,774,251

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

12,774,251

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,774,251

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

15.4%

14

TYPE OF REPORTING PERSON*

IA, OO

* SEE INSTRUCTIONS BEFORE FILLING OUT

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Page 3 of 8 – SEC Filing


CUSIP No. 967590100 13D
  1

NAME OF
REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Brett Hendrickson

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*

(a)  ☐        (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS*

AF/OO

  5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or
2(e)

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

12,774,251

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

12,774,251

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,774,251

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

15.4%

14

TYPE OF REPORTING PERSON*

HC, IN

* SEE INSTRUCTIONS BEFORE FILLING OUT

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Page 4 of 8 – SEC Filing


SCHEDULE 13D

This Schedule 13D (this Schedule 13D) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company
(Nokomis Capital), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Common Stock, $0.001 par value per share (the Common Stock), of WidePoint Corporation, a Delaware corporation (the
Issuer).

This Schedule 13D relates to Common Stock of the Issuer purchased by Nokomis Capital through the accounts of certain
private funds (collectively, the Nokomis Accounts). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 12,774,251 shares of Common Stock held by the Nokomis Accounts. As
the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 12,774,251 shares of Common Stock held by the Nokomis Accounts.

The Common Stock held by the Reporting Persons (as defined below) reported on this Schedule 13D were previously reported on a Schedule 13G as
most recently filed with the Securities Exchange Commission on October 1, 2015.

Item 1. Security and Issuer

Securities acquired: Common Stock, $0.001 par value
per share (the Common Stock).

Issuer:          WidePoint Corporation

7926 Jones Branch Drive

Suite
520

McLean, Virginia 22102

Item 2. Identity and Background

(a) This Schedule 13D is jointly filed by Nokomis
Capital and Mr. Brett Hendrickson. Because Mr. Hendrickson is the principal of Nokomis Capital (with Mr. Hendrickson and Nokomis Capital hereinafter referred to as the Reporting Persons), the Reporting Persons may be
deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the Act), to be the beneficial owners of all of the shares of Common Stock held by the Nokomis Accounts. The Reporting Persons are filing this Schedule
13D jointly, as they may be considered a group under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group
exists.

(b) The principal place of business for each of the Reporting Persons is 2305 Cedar Springs Rd., Suite 420, Dallas, TX 75201.

(c) The principal occupation of Mr. Hendrickson is serving as the principal of Nokomis Capital. The principal business of Nokomis Capital
is acting as the investment adviser to the Nokomis Accounts.

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Page 5 of 8 – SEC Filing


(d) During the last five years, none of the Reporting Persons have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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) Nokomis Capital is
organized under the laws of the State of Texas. Mr. Hendrickson is a citizen of the United States of America.

Item 3. Source and Amount of Funds

As of April 4, 2017, the Nokomis Accounts had
invested $16,040,951.49 (inclusive of brokerage commissions) in the Common Stock of the Issuer. The source of these funds was the working capital of the Nokomis Accounts.

Item 4. Purpose of the Transaction

The Reporting Persons purchased the Common Stock for
the Nokomis Accounts based on the Reporting Persons belief that the Common Stock, when purchased, was undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities
available to the Reporting Persons, and the availability of Common Stock at prices that would make the purchase or sale of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among
other things, the purchase or sale of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have engaged, and intend to continue to engage, in discussions with the Issuers management and board of directors
(the Board) regarding the composition of the Board and senior management team as well as means to enhance stockholder value, including capital allocation, operational improvements and strategic alternatives.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) –
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the
Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuers financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the
Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure
(including board composition) or operations of the Issuer, purchasing additional Common Stock, selling some or all of their Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, or
changing their intention with respect to any and all matters referred to in Item 4.

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Page 6 of 8 – SEC Filing


Item 5. Interest in Securities of the Issuer

(a) The aggregate percentage of Common
Stock reported to be owned by the Reporting Persons is based upon 82,814,322 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of March 30, 2017, as reported in the Issuers Form 10-K
filed with the Securities and Exchange Commission on March 30, 2017.

Nokomis Capital, as the investment adviser of the Nokomis
Accounts, may be deemed to beneficially own the 12,774,251 shares of Common Stock held by the Nokomis Accounts, representing approximately 15.4% of the issued and outstanding shares of Common Stock of the Issuer.

In addition, Mr. Hendrickson, as principal of Nokomis Capital, the investment adviser of the Nokomis Accounts, may also be deemed to
beneficially own the 12,774,251 shares of Common Stock beneficially owned by the Nokomis Accounts, representing approximately 15.4% of the issued and outstanding shares of Common Stock of the Issuer.

Nokomis Capital and Mr. Hendrickson disclaim beneficial ownership of the Common Stock held by the Nokomis Accounts except to the extent
of their pecuniary interest therein.

(b) Nokomis Capital and Mr. Hendrickson has the shared power to vote and dispose of the Common
Stock owned by the Nokomis Accounts reported in this Schedule 13D.

The filing of this Schedule 13D shall not be construed as admission
that Nokomis Capital or Mr. Hendrickson is, for the purposes of Section 13(d) or 13(g) of the Act, or otherwise, the beneficial owner of any of the 12,774,251 shares of Common Stock owned by the Nokomis Accounts. Pursuant to Rule 13d-4,
Nokomis Capital and Mr. Hendrickson disclaim all such beneficial ownership.

(c) There have been no transactions in the Common Stock
during the past sixty (60) days by the Reporting Persons.

(d) No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

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Page 7 of 8 – SEC Filing


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses to Item 4 are incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits
Exhibit 99.1 Joint Filing Agreement by and between Nokomis Capital and Mr. Hendrickson dated April 5, 2017.

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Page 8 of 8 – SEC Filing


Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.

Dated: April 5, 2017

NOKOMIS CAPITAL, L.L.C.
By:

/s/ Brett Hendrickson

Brett Hendrickson
Manager

/s/ Brett Hendrickson

Brett Hendrickson
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