Filing Details

Accession Number:
0001493152-17-005919
Form Type:
13D Filing
Publication Date:
2017-05-26 10:00:03
Filed By:
Wealthcolony Spv Ii, L.p.
Company:
Soupman Inc. (NYSE:SOUP)
Filing Date:
2017-05-26
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
WealthColony SPV II 0 63,754,000 0 63,754,000 63,754,000 22.1%
WealthColony Management Group 0 63,754,400 0 63,754,400 63,754,400 22.1%
Jeffrey Freedman 547,000 66,024,400 547,000 66,024,400 66,571,400 23.0%
Joseph W. Hagan 0 2,270,000 0 2,270,000 2,270,000 0.8%
Filing

 

 

 

  UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB APPROVAL
 

OMB Number:   3235-0145

Expires:   February 28, 2009

Estimated average burden

hours per response   14.5

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

 

SOUPMAN, INC.

 

(Name of Issuer)

 

COMMON STOCK

 

(Title of Class of Securities)

 

8361199107

 

(CUSIP Number)

 

Jeffrey Freedman, 745 Hope Road, Eatontown, New Jersey 07724 (732) 483-4656

 

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

 

May 25, 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).

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 8361199107     Page 2 of 10 Pages

 

1

NAMES OF REPORTING PERSON

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

 

WealthColony SPV II, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)    [  ]

(b)   [X]

3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS (See Instructions)

 

WC

 
5

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

 

N/A

[  ]  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,754,000

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,754,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,754,000 (1)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

[  ]  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

22.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

  (1) Does not include 23,745,600 shares of Common Stock which may be acquired by exercising a warrant to purchase 2,374,560 shares of Series B Convertible Preferred Stock and converting the Series B Convertible Preferred Stock into Common Stock.

 

Page 2 of 10 Pages 

 

SCHEDULE 13D

 

CUSIP No. 8361199107     Page 3 of 10 Pages

 

1

NAMES OF REPORTING PERSON

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

 

WealthColony Management Group, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)    [  ]

(b)   [X]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF

5

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

 

N/A

[  ]  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,754,400

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,754,400

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,754,400 (1)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

[  ]  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

22.1%

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

  (1) Does not include 23,745,600 shares of Common Stock subject to issuances upon the exercise of a warrant to purchase 2,374,560 shares of Series B Convertible Preferred Stock and the conversion of such shares the Series B Convertible Preferred Stock into Common Stock.

 

Page 3 of 10 Pages 

 

SCHEDULE 13D

 

CUSIP No. 8361199107     Page 4 of 10 Pages

 

1

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

 

Jeffrey Freedman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)    [  ]

(b)   [X]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF, PF

5

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

 

N/A

[  ]  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New Jersey

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

547,000

8

SHARED VOTING POWER

 

66,024,400

9

SOLE DISPOSITIVE POWER

 

547,000

10

SHARED DISPOSITIVE POWER

 

66,024,400

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

66,571,400 (1)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

[  ]  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.0%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

  (1) Does not include 23,745,600 shares of Common Stock which may be acquired by exercising a warrant to purchase 2,374,560 shares of Series B Convertible Preferred Stock and converting the Series B Convertible Preferred Stock into Common Stock.

 

Page 4 of 10 Pages 

 

SCHEDULE 13D

 

CUSIP No. 8361199107     Page 5 of 10 Pages

 

1

NAMES OF REPORTING PERSON

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

 

Joseph W. Hagan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(c)    [  ]

(d)   [X]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

AF

5

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

 

N/A

[  ]  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New Jersey

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

2,270,000

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,270,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,270,000

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

[  ]  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8%

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

  

Page 5 of 10 Pages 

 

Item 2. Security and Issuer Identity and Background

 

This Schedule 13D (the “Schedule 13D”) relates to the common stock, $.001 par value per share ( the “Common Stock”), of Soupman, Inc. (the “Issuer”).

 

The principal executive offices of the Issuer are located at 1110 South Avenue, Suite 100, Staten Island, New York 10314.

 

Item 3. Identity and Background

 

  (a)

This Schedule 13D is filed by WealthColony SPV II, L.P., WealthColony Management Group, LLC, Jeffrey Freedman and Joseph Hagan (collectively, the “Reporting Persons”).

     
  (b) The principal business address of each of the Reporting Persons is as follows:

 

Name Principal Business Address
   
WealthColony SPV II, L.P.

745 Hope Road

Eatontown, New Jersey 07724

   
WealthColony Management Group, LLC

745 Hope Road

Eatontown, New Jersey 07724

   
Jeffrey Freedman

745 Hope Road

Eatontown, New Jersey 07724

   
Joseph Hagan

745 Hope Road

Eatontown, New Jersey 07724

 

  (c) The principal business of each of the Reporting Persons is as follows:

 

Name Principal Business
   
WealthColony SPV II, L.P. Sole business is to invest in securities of the Issuer
   
WealthColony Management Group, LLC Manager of limited partnerships.
   
Jeffrey Freedman Manager of WealthColony Management Group, LLC
   
Joseph Hagan

Manager of Mighty Joe Marketing, LLC

 

  (d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or 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 which was 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 individual Reporting Persons are all citizens of the United States of America. Each of WealthColony SPV II, L.P. and WealthColony Management Group, LLC was formed under Delaware law.

 

Page 6 of 10 Pages 

 

Item 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Funds for the purchase of the securities reported herein were derived from the available working capital of the Limited Partnership and the personal funds of Jeffrey Freedman.

 

Item 5. PURPOSE OF TRANSACTION

 

On December 26, 2014, the Issuer issued a Warrant (the “Warrant”) to WealthColony SPV II, L.P. (the “Limited Partnership”) pursuant to which the Limited Partnership was granted the right to purchase up to 8,750,000 shares of the Issuer’s Series B Convertible Preferred Stock at a purchase price of $.20 per share. The Series B Convertible Preferred Stock has an initial conversion price of $.02 per share, subject to adjustment as provided in the Certificate of Designations, Rights and Preferences filed by the Issuer with the Delaware Secretary of State in connection with the establishment of the Series B Convertible Preferred Stock. The Warrant provides that if at the end of any thirty (30) day period following the Issue Date (December 26, 2016) the Limited Partnership has not exercised the Warrant for $291,666 of Series B Convertible Preferred Stock (after taking into account all prior exercises) for each such thirty (30) day period, the number of shares subject to the Warrant is subject to reduction. The Limited Partnership has exercised the Warrant for the requisite amount of Series B Preferred Stock and thus no reduction in the number of shares subject to the Warrant has been or will be made. The Warrant expires on August 24, 2016. The Limited Partnership acquired 6,375,440 shares of Series B Preferred Stock pursuant to exercises of the Warrant. The Limited Partnership converted such shares of Series B Preferred Stock into Common Stock at a conversion price of $.02 per share on the dates and in the denominations set forth.

 

    No. of Shares of   No. of Shares of  
    Class B Preferred   Common Stock  
Date   Stock Converted   Issued Upon Conversion  
           
4-11-16   4,500,440   45,004,400  
6.10-16   1,220,000   12,200,000  
6-18-16   655,000   6,550,000  

 

On January 2, 2015, the Issuer entered into a six month Consulting Agreement with Mighty Joe Marketing LLC (the “Consultant”), an affiliate of Joseph Hagan and Jeffrey Freedman, pursuant to which the Consultant agreed to render such advice and services in connection with shareholder relations as the Issuer may request. The description of such Consulting Agreement is hereby qualified in its entirety by reference to Exhibit 2 hereto. The Issuer has issued an aggregate of 2,270,000 shares of the Company’s Common Stock to the Consultant.

 

Page 7 of 10 Pages 

 

In May 2017, Joseph Hagan ceased to be a Manager of WealthColony Management Group, LLC and no longer shares the power to vote or dispose of the securities of the Company owned by the Limited Partnership. 

 

On May 25, 2017, WealthColony Management Group, LLC, as the General Partner of the Limited Partnership, delivered a letter to the Board of Directors of the Issuer on behalf of the Limited Partnership, requesting that the Board of Directors promptly (i) appoint Jeffrey Freedman and Patrick Guadagno as members of the Board of Directors and (ii) accept the resignations of Jamieson Karson and Ronald Crane as members of the Board of Directors. The letter advised the Board that upon reconstitution of the Board, the Board will retain the services of Jamieson Karson as Chief Executive Officer until his replacement can be identified. The letter further advised the Board that if the Board does not accept the proposal by 5:00 p.m. on Friday, May 26, 2017, WealthColony Management Group, LLC reserves the right to pursue all other options to protect the Limited Partnership’s investment in the Issuer, including, but not limited to, seeking to change the composition of the Issuer’s Board of Directors.

The foregoing description of the May 25, 2017 letter is a summary, is not complete and is qualified in its entirety by reference to the full text of the May 25, 2017 letter, a copy of which is attached to this Schedule 13D as Exhibit 4.

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, purchasing additional Common Stock or selling some or all of their Common Stock or other securities and, alone or with others, pursuing discussions with the management, the Board of Directors, other shareholders of the Issuer and third parties with regard to their investments in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in this Item 5 of Schedule 13D.

 

Item 6. INTEREST IN SECURITIES OF THE ISSUER

 

(a) As described in Item 5, WealthColony Management Group, LLC and Jeffrey Freedman may be deemed the beneficial owners of up to 66,571,000 shares of Common Stock representing approximately 49.4% of the outstanding shares of the Issuer’s Common Stock.  This does not include shares issuable upon the conversion of Series B Convertible Preferred Stock which are issuable upon exercise of the Warrant.

 

Joseph Hagan may be deemed the beneficial owner of up to 2,270,000 shares of Common Stock representing approximately 0.8% of the outstanding shares of the Issuer’s outstanding Common Stock. Inasmuch as Joseph Hagan is not the beneficial owner of 5% or more of the Issuer’s outstanding Common Stock, he will no longer be a Reporting Person after the filing of this Amendment No. 1 to Schedule 13D.

 

The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 288,845,379 shares of Common Stock outstanding as of May 4, 2017, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2017.

 

Page 8 of 10 Pages 

 

(b) By virtue of their control of the Limited Partnership, the WealthColony Management Group, LLC and Jeffrey Freedman share the power to (i) vote or direct the voting and (ii) dispose or direct the disposition of all of the securities of the Issuer held by the Limited Partnership.

 

(c) Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effected any transactions in the Common Stock in the past 60 days.

 

(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 the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.

  

(e) Not applicable.

 

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

 

Other than the agreements described in Exhibits 1-3 hereto, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit   Description
     
1   Warrant Agreement, dated December 26, 2014, between the Issuer and WealthColony SPV II, L.P. (filed as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2015 and incorporated by reference herein).
     
2   Consulting Agreement between the Issuer and Mighty Joe Marketing, LLC dated January 2, 2015 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2015 and incorporated by reference herein)
     
3  

Joint Filing Agreement, dated June 29, 2016 (filed with the Schedule 13D being amended hereby filed with the Securities and Exchange Commission on July 5, 2016 and incorporated by reference herein).

     
4.  

Letter to Board of Directors dated May 25, 2017.

 

Page 9 of 10 Pages 

 

SIGNATURES

 

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

 

Date: May 26, 2017

 

  WEALTHCOLONY SPV II, L.P.
     
  By: WealthColony Management Group, LLC
     
  By: /s/ Jeffrey Freedman
  Name: Jeffrey Freedman
  Title: Manager
     
    WealthColony Management Group, LLC
     
  By: /s/ Jeffrey Freedman
  Name: Jeffrey Freedman
  Title: Manager
     
    /s/ Jeffrey Freedman
     
    /s/ Joseph Hagan

 

Page 10 of 10 Pages