Filing Details

Accession Number:
0001104659-19-028639
Form Type:
13D Filing
Publication Date:
2019-05-10 16:20:44
Filed By:
Invicta Media Investments, Llc
Company:
Imedia Brands Inc. (NASDAQ:IMBI)
Filing Date:
2019-05-10
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Invicta Media Investments 20,436 6,526,562 20,436 6,526,562 6,526,562 8.3%
Invicta Watch Company of America, Inc 20,436 6,526,562 20,436 6,526,562 6,526,562 8.3%
Eyal Lalo 1,600,000 6,526,562 1,600,000 6,526,562 6,546,998 8.3%
Michael Friedman 300,000 3,342,188 300,000 3,342,188 3,362,624 4.4%
Leah Friedman 401,584 3,342,188 401,584 3,342,188 3,342,188 4.4%
Retailing Enterprises 1,600,000 2.1%
ZWI Group 300,000 0.4%
Timothy A. Peterman 401,584 0.5%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934


 

EVINE Live Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

300487105

(CUSIP Number)

 

Aline V. Drucker

Invicta Media Investments, LLC

3069 Taft Street

Hollywood, FL 33021

(954) 921-2444

 

With a copy to:

 

Bradley C. Arnett

Bingham Greenebaum Doll LLP

2350 First Financial Center

255 East Fifth Street

Cincinnati, OH 45202

(513) 455-7600

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

 

May 2, 2019

(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. o

 

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. 300487105

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Invicta Media Investments, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Florida

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
- 0 -

 

8

Shared Voting Power
6,526,562 (1)

 

9

Sole Dispositive Power
- 0 -

 

10

Shared Dispositive Power
6,526,562 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
6,526,562 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.3% (2)

 

 

14

Type of Reporting Person
OO

 


(1)   Includes 2,526,562 shares issuable upon exercise of warrants.

 

(2)   The percent of class is based on 75,989,537 shares of Common Stock outstanding plus the Reporting Persons warrants, which are deemed to be outstanding for purposes of computing the percent owned by such Reporting Person. See Item 5(a) below for additional information.

 

2


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Invicta Watch Company of America, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Florida

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
- 0 -

 

8

Shared Voting Power
6,526,562 (1)

 

9

Sole Dispositive Power
- 0 -

 

10

Shared Dispositive Power
6,526,562 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
6,526,562 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.3% (2)

 

 

14

Type of Reporting Person
CO

 


(1)   Includes 2,526,562 shares issuable upon exercise of warrants.

 

(2)   The percent of class is based on 75,989,537 shares of Common Stock outstanding plus the Reporting Persons warrants, which are deemed to be outstanding for purposes of computing the percent owned by such Reporting Person. See Item 5(a) below for additional information.

 

3


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Eyal Lalo

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
20,436 (1)

 

8

Shared Voting Power
6,526,562 (2)

 

9

Sole Dispositive Power
20,436 (1)

 

10

Shared Dispositive Power
6,526,562 (2)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
6,546,998 (3)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.3% (4)

 

 

14

Type of Reporting Person
IN

 


(1)

Represents shares subject to certain vesting restrictions.

 

 

(2)

Includes 2,526,562 shares issuable upon exercise of warrants.

 

 

(3)

Includes 2,526,562 shares issuable upon exercise of warrants and 20,436 shares subject to certain vesting restrictions.

 

 

(4)

The percent of class is based on 75,989,537 shares of Common Stock outstanding plus the Reporting Persons warrants, which are deemed to be outstanding for purposes of computing the percent owned by such Reporting Person. See Item 5(a) below for additional information.

 

4


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Michael Friedman

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
20,436 (1)

 

8

Shared Voting Power
3,342,188 (2)

 

9

Sole Dispositive Power
20,436 (1)

 

10

Shared Dispositive Power
3,342,188 (2)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
3,362,624 (3)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.4% (4)

 

 

14

Type of Reporting Person
IN

 


(1)

Represents shares subject to certain vesting restrictions.

 

 

(2)

Includes 842,188 shares issuable upon exercise of warrants.

 

 

(3)

Includes 842,188 shares issuable upon exercise of warrants and 20,436 shares subject to certain vesting restrictions.

 

 

(4)

The percent of class is based on 75,989,537 shares of Common Stock outstanding plus the Reporting Persons warrants, which are deemed to be outstanding for purposes of computing the percent owned by such Reporting Person. See Item 5(a) below for additional information.

 

5


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Leah Friedman

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

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
3,342,188 (1)

 

9

Sole Dispositive Power
- 0 -

 

10

Shared Dispositive Power
3,342,188 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Person
3,342,188 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.4% (2)

 

 

14

Type of Reporting Person
IN

 


(1)   Includes 842,188 shares issuable upon exercise of warrants.

 

(2)   The percent of class is based on 75,989,537 shares of Common Stock outstanding plus the Reporting Persons warrants, which are deemed to be outstanding for purposes of computing the percent owned by such Reporting Person. See Item 5(a) below for additional information.

 

6


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Retailing Enterprises, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Florida

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,600,000

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
1,600,000

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Person
1,600,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1)   The percent of class is based on 75,989,537 shares of Common Stock outstanding. See Item 5(a) below for additional information.

 

7


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
ZWI Group LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New Jersey

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
300,000

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
300,000

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Person
300,000

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4% (1)

 

 

14

Type of Reporting Person
OO

 


(1)   The percent of class is based on 75,989,537 shares of Common Stock outstanding.  See Item 5(a) below for additional information.

 

8


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Timothy A. Peterman

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
PF

 

 

5

Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
401,584 (1)

 

8

Shared Voting Power
- 0 -

 

9

Sole Dispositive Power
401,584 (1)

 

10

Shared Dispositive Power
- 0 -

 

 

11

Aggregate Amount Beneficially Owned by Each Person
401,584 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.5% (2)

 

 

14

Type of Reporting Person
IN

 


(1)   Includes 72,917 shares issuable upon exercise of warrants.

 

(2)   The percent of class is based on 75,989,537 shares of Common Stock outstanding plus the Reporting Persons warrants, which are deemed to be outstanding for purposes of computing the percent owned by such Reporting Person. See Item 5(a) below for additional information.

 

9


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

Item 1. Security and Issuer

 

This statement on Schedule 13D (this Schedule 13D) relates to the common stock, par value $0.01 per share (the Common Stock), of EVINE Live Inc., a Minnesota corporation (the Issuer).  The address of the Issuers principal executive office is 6740 Shady Oak Road, Eden Prairie, Minnesota 55344.

 

Item 2.                     Identity and Background

 

(a)         This Schedule 13D is filed on behalf of each of the following (each, a Reporting Person and together, the Reporting Persons):

 

(i)                  (A) Invicta Media Investments, LLC, a Florida limited liability company (Invicta Media), (B) Invicta Watch Company of America, Inc., a Florida corporation and the sole member of Invicta Media (Invicta Watch), and (C) Eyal Lalo, the controlling shareholder of Invicta Watch and the sole Manager of Invicta Media (Mr. Lalo);

 

(ii)               Michael Friedman (Mr. Friedman) and Leah Friedman (together, the Friedmans);

 

(iii)            Retailing Enterprises, LLC, a Florida limited liability company (Retailing);

 

(iv)           ZWI Group LLC, a New Jersey limited liability company (ZWI); and

 

(v)              Timothy A. Peterman (Mr. Peterman).

 

Invicta Media, the Friedmans, Retailing, ZWI and Mr. Peterman (each, a Purchasing Group Member and together, the Purchasing Group Members) are parties to that certain Common Stock and Warrant Purchase Agreement, dated May 2, 2019, with the Issuer (the Securities Purchase Agreement), which is attached hereto as Exhibit 99.1.  The Purchasing Group Members and the other Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Exchange Act. The agreement among the Reporting Persons to file as a group (the Joint Filing Agreement) is filed herewith as Exhibit 99.2.  Neither the fact of this filing nor anything contained herein shall be deemed an admission by any of the Reporting Persons that they constitute a group.

 

(b)         The principal business address of Invicta Media, Invicta Watch and Mr. Lalo is 3069 Taft Street, Hollywood, FL 33021.

 

The Friedmans reside at 1134 E. 23rd Street, Brooklyn, NY 11210.

 

The principal business address of Retailing is 2227 N. Federal Highway, Suite 204, Hollywood, FL 33021.

 

The principal business address of ZWI is 1562 S. Washington Avenue, Piscataway, NJ 08854.

 

The principal business address of Mr. Peterman is 6740 Shady Oak Road, Eden Prairie, MN  55344.

 

(c)          The principal business of Invicta Media is to invest in interactive video and digital commerce companies that offer merchandise directly to consumers via television, online and mobile devices. The principal business of Invicta Watch is the design and manufacture of Invicta watches and watch accessories. Mr. Lalos principal occupation is Chief Executive Officer of Invicta Watch.

 

The Friedmans are the owners of Sterling Time, LLC, which is the exclusive distributor of Invicta watches and Invicta watch accessories for television home shopping.

 

Retailings principal business is to operate Invicta retail stores throughout the United States, Puerto Rico and Mexico and to act as a distributor of watches and products in the Invicta family of brands.

 

10


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

ZWIs principal business is to operate a watch distribution and sales company that includes Invicta-branded products.

 

Mr. Petermans principal occupation is the Chief Executive Officer of the Issuer. Mr. Peterman joined the Issuer as Chief Financial Officer in March 2015, and was promoted to Chief Operating Officer/Chief Financial Officer in June 2017.  He served in those roles until April 2018 and served as a non-officer employee of the Issuer through June 2018.  Most recently, Mr. Peterman served as Chief Operating Officer and Chief Financial Officer at Amerimark Interactive.

 

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

 

(e)          None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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)           Each of the individuals named in this Item 2 is a citizen of the United States.

 

Item 3. Source and Amount of Funds or Other Consideration

 

On May 2, 2019, pursuant to the Securities Purchase Agreement, each of the Purchasing Group Members purchased the shares of Common Stock and the warrants set opposite their name under the Purchased under Securities Purchase Agreement columns of the Direct Ownership table included in Item 5(a) below.  The aggregate purchase price paid for such securities and the source of such funds were as follows:

 

Purchasing Group Member

 

Aggregate 
Purchase 
Price

 

Source of Funds

 

Invicta Media Investments, LLC

 

$

3,000,000

 

Working capital

 

Michael and Leah Friedman

 

1,350,000

 

Personal funds

 

Retailing Enterprises, LLC

 

1,200,000

 

Working capital

 

ZWI Group LLC

 

225,000

 

Working capital

 

Timothy A. Peterman

 

125,000

 

Personal funds

 

Total

 

$

5,900,000

 

 

 

 

Also, as set forth in the Direct Ownership table included under Item 5(a) below, Mr. Friedman and Mr. Peterman previously owned shares of Common Stock before the purchases were made under the Securities Purchase Agreement. The source of funds for each purchase of such shares, which were made at least one year prior to the date hereof, was the personal funds of such purchaser.  In addition, as set forth in the Direct Ownership table included under Item 5(a) below, Mr. Lalo and Mr. Friedman were each awarded restricted shares of Common Stock in connection with their appointment to the board of directors of the Issuer.

 

Item 4. Purpose of Transaction

 

Each Purchasing Group Member acquired shares of Common Stock of the Issuer for investment purposes because each believes the purchase of such shares represents an attractive investment opportunity.  In addition, pursuant to the Securities Purchase Agreement, Mr. Lalo and Mr. Friedman were each appointed to the Issuers board of directors and Mr. Peterman was named the Chief Executive Officer of the Issuer.  In these roles, such persons will be able to assist the Issuer in updating and executing its business plan.

 

11


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

Other than as described above, none of the Reporting Persons has any current plans or proposals that would result in:

 

a.              the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

b.              an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

c.               a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

d.              any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

e.               any material change in the present capitalization or dividend policy of the Issuer;

 

f.                any other material change in the Issuers business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

 

g.               changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

h.              causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

i.                  a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

j.                 any action similar to any of those enumerated above.

 

The Purchasing Group Members expect to review from time to time their investment in the Issuer and may, depending on the Issuers business, assets, operations, financial condition, prospects and other factors, as well as (and subject to) the terms of the Securities Purchase Agreement: (i) purchase additional shares of Common Stock or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the shares of Common Stock or other securities now beneficially owned or hereafter acquired by it; (iii) propose one or more directors for the Issuers board of directors; and (iv) engage in such other proposals as the Purchasing Group Members may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in clauses (a) through (j), above.

 

12


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

Item 5.                     Interest in Securities of the Issuer

 

(a)         The information contained on the cover page(s) of this Schedule 13D for the beneficial ownership of the Reporting Persons is incorporated herein by reference.

 

Direct Ownership

 

The aggregate number of the Common Stock and warrants directly owned by the Reporting Persons are as follows:

 

 

 

Purchased under 
Securities Purchase 
Agreement

 

Restricted 
Common 

 

Common 
Shares 

 

Total Shares 

 

Reporting Person

 

Common 
Shares

 

Warrants

 

Shares 
Granted

 

Previously 
Owned

 

Beneficially 
Owned

 

Invicta Media Investments, LLC

 

4,000,000

 

2,526,562

 

 

 

6,526,562

 

Michael and Leah Friedman, jointly

 

1,800,000

 

842,188

 

 

700,000

 

3,342,188

 

Retailing Enterprises, LLC

 

1,600,000

 

 

 

 

1,600,000

 

ZWI Group LLC

 

300,000

 

 

 

 

300,000

 

Timothy A. Peterman

 

166,667

 

72,917

 

 

162,000

 

401,584

 

Eyal Lalo

 

 

 

20,436

 

 

20,436

 

Michael Friedman

 

 

 

20,436

 

 

20,436

 

 

 

7,866,667

 

3,441,667

 

40,872

 

862,000

 

12,211,206

 

 

The warrants have an exercise price of $1.50 per share, a five-year term and are currently exercisable.

 

On May 2, 2019, Mr. Lalo and Mr. Friedman were each granted 20,436 shares of Common Stock as directors of the Issuer, which shares are restricted until vesting on the date immediately preceding the date of the Issuers 2019 annual meeting.

 

Milestone Venture Partners LLC, a New York limited liability company, was also a party to the Securities Purchase Agreement, purchasing 133,333 shares of Common Stock and 58,333 warrants.  Such purchaser is not deemed to be a member of the group filing this Schedule 13D.

 

Each Purchasing Group Member disclaims beneficial ownership of the Common Stock held by each other Purchasing Group Member.

 

Percentage of Class Beneficially Owned

 

The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person are as follows:

 

Reporting Person

 

Sole Voting 
and 
Dispositive 
Power

 

Shared 
Voting and 
Dispositive 
Power

 

Total Shares
 Beneficially
 Owned

 

Percentage 
of Class 
Beneficially 
Owned

 

 

 

 

 

 

 

 

 

 

 

Invicta Media Investments, LLC

 

 

6,526,562

 

6,526,562

 

8.3

%

Invicta Watch Company of America, Inc.

 

 

6,526,562

 

6,526,562

 

8.3

%

Eyal Lalo

 

20,436

 

6,526,562

 

6,546,998

 

8.3

%

 

 

 

 

 

 

 

 

 

 

Michael Friedman

 

20,436

 

3,342,188

 

3,362,624

 

4.4

%

Leah Friedman

 

 

3,342,188

 

3,342,188

 

4.4

%

 

 

 

 

 

 

 

 

 

 

Retailing Enterprises, LLC

 

1,600,000

 

 

1,600,000

 

2.1

%

 

 

 

 

 

 

 

 

 

 

ZWI Group LLC

 

300,000

 

 

300,000

 

0.4

%

 

 

 

 

 

 

 

 

 

 

Timothy A. Peterman

 

401,584

 

 

401,584

 

0.5

%

 

 

 

 

 

 

 

 

 

 

Total Represented by this Schedule 13D

 

 

 

 

 

12,211,206

 

15.4

%

 

13


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

The percentage of the Common Stock beneficially owned is based on 75,989,537 shares of Common Stock outstanding, which reflects the sum of (i) 67,948,665 shares of Common Stock issued and outstanding as of March 28, 2019, as reported in the Issuers Annual Report on Form 10-K for the fiscal year ended February 2, 2019, (ii) 8,000,000 shares of Common Stock issued and sold pursuant to the Securities Purchase Agreement, and (iii) 40,872 shares of the restricted Common Stock referenced above.  In addition, the warrants are deemed to be outstanding for purposes of computing the percentage of outstanding shares of Common Stock beneficially owned by each Reporting Person but are not deemed to be outstanding for purposes of computing the percentage owned by any other Reporting Person.

 

(b)         The information contained on the cover page(s) of this Schedule 13D for the beneficial ownership of the Reporting Persons is incorporated herein by reference.

 

Invicta Watch, as the sole member of Invicta Media, and Mr. Lalo, as the controlling shareholder of Invicta Watch and the sole Manager of Invicta Media, may each be deemed to share the power to vote or direct the voting of and the power to dispose or direct the disposition of the securities of the Issuer that are beneficially owned by Invicta Media.  Invicta Watch and Mr. Lalo each disclaim beneficial ownership of the securities held by Invicta Media except to the extent of their respective pecuniary interests therein.

 

As joint owners of 3,342,188 shares of Common Stock, the Friedmans are deemed to share the power to vote or direct the voting of and share the power to dispose or direct the disposition of such shares.

 

(c)          Not Applicable.

 

(d)         No person, other than the applicable Reporting 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 such Reporting Person.

 

(e)          Not applicable.

 

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

 

The information set forth under Items 2, 3, 4 and 5 of this Schedule 13D is incorporated herein by reference.

 

Securities Purchase Agreement

 

As stated above, the Purchasing Group Members are each a party to the Securities Purchase Agreement.  Pursuant to the terms of the Securities Purchase Agreement, the Purchasing Group Members may not sell, transfer, assign, donate, pledge or otherwise dispose of the securities purchased under the Securities Purchase Agreement until May 2, 2021.  In addition, during the exclusivity period defined in the Securities Purchase Agreement, the parties are also required to vote all shares of Common Stock owned by them in favor of all directors nominated by the Issuers board of directors for election and in accordance with all recommendations of the Issuers board of directors on any other proposals.

 

The summary of the Securities Purchase Agreement described in this Item 6 does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached as Exhibit 99.1 to this Schedule 13D and is incorporated herein by this reference.

 

14


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

Joint Filing Agreement

 

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 99.2 to this Schedule 13D and is incorporated herein by this reference.

 

Item 7.                     Material to be Filed as Exhibits

 

Exhibit 99.1                              Common Stock and Warrant Purchase Agreement, dated May 2, 2019, by and among the Issuer, the Purchasing Group Members and the other party named therein (incorporated herein by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2019 (File No. 001-374953)).

 

Exhibit 99.2                              Joint Filing Agreement (filed herewith).

 

15


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

SIGNATURES

 

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

 

Dated: May 10, 2019

 

 

Invicta Media Investments, LLC

 

 

 

By:

/s/ Eyal Lalo

 

Name:

Eyal Lalo

 

Title:

Manager

 

 

 

Invicta Watch Company of America, Inc.

 

 

 

By:

/s/ Eyal Lalo

 

Name:

Eyal Lalo

 

Title:

Chief Executive Officer

 

 

 

Eyal Lalo

 

 

 

/s/ Eyal Lalo

 

 

 

Michael Friedman

 

 

 

/s/ Michael Friedman

 

 

 

Leah Friedman

 

 

 

/s/ Leah Friedman

 

16


 

CUSIP No. 300487105

SCHEDULE 13D

 

 

 

Retailing Enterprises, LLC

 

 

 

By:

/s/ Mauricio Krantzberg

 

Name:

Mauricio Krantzberg

 

Title:

President

 

 

 

ZWI Group LLC

 

 

 

By:

/s/ Marvin Fischman

 

Name:

Marvin Fischman

 

Title:

President

 

 

 

Timothy A. Peterman

 

 

 

/s/ Timothy A. Peterman

 

17