SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
CAR CHARGING
GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
14074Y206
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
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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 the disclosures provided in a prior cover page. |
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 (“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 13G
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| 1 |
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Names of
reporting persons Horton Capital Partners, LLC |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
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SEC use only
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Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with: |
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5 |
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Sole voting power
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6 |
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Shared voting power
5,352,252 (See Item 4) |
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Sole dispositive power
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Shared dispositive power
5,352,252 (See Item 4) |
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Aggregate amount beneficially owned by each reporting person
5,352,252 (See Item 4) |
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Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
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Percent of class represented by amount
in Row (9) 6.55% (See Item 4) |
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Type of reporting person (see
instructions) OO |
SCHEDULE 13G
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| 1 |
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Names of
reporting persons Horton Capital Management, LLC |
| 2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
| 3 |
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SEC use only
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| 4 |
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Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with: |
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5 |
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Sole voting power
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6 |
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Shared voting power
5,352,252 (See Item 4) |
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7 |
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Sole dispositive power
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8 |
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Shared dispositive power
5,352,252 (See Item 4) |
| 9 |
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Aggregate amount beneficially owned by each reporting person
5,352,252 (See Item 4) |
| 10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
| 11 |
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Percent of class represented by amount
in Row (9) 6.55% (See Item 4) |
| 12 |
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Type of reporting person (see
instructions) OO; IA |
SCHEDULE 13G
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| 1 |
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Names of
reporting persons Joseph M. Manko, Jr. |
| 2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
| 3 |
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SEC use only
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| 4 |
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Citizenship or place of
organization United States |
| Number of
shares beneficially
owned by each
reporting person
with: |
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5 |
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Sole voting power
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6 |
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Shared voting power
5,352,252 (See Item 4) |
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7 |
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Sole dispositive power
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8 |
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Shared dispositive power
5,352,252 (See Item 4) |
| 9 |
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Aggregate amount beneficially owned by each reporting person
5,352,252 (See Item 4) |
| 10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares (see instructions) ¨ |
| 11 |
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Percent of class represented by amount
in Row (9) 6.55% (See Item 4) |
| 12 |
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Type of reporting person (see
instructions) IN |
SCHEDULE 13G
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| Item 1(a). |
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Name of Issuer:
Car Charging Group, Inc. |
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| Item 1(b). |
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Address of Issuer’s Principal Executive Offices:
1691 Michigan Avenue, Suite 601 Miami Beach, Florida
33139 |
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| Item 2(a). |
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Name of Person(s) Filing:
This statement is filed by Horton Capital Partners LLC (“HCP”), Horton Capital Management, LLC (“HCM”) and Joseph M. Manko, Jr.
(collectively with HCP and HCM, the “Reporting Persons”), with respect to shares of common stock of the above-named issuer owned by Horton Capital Partners Fund, LP , a Delaware limited partnership (“HCPF”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed
with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. |
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| Item 2(b). |
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Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons is 1717 Arch Street, Suite 3920, Philadelphia, PA 19103. |
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| Item 2(c). |
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Citizenship or Place of Organization:
Each of HCP and HCM is a Delaware limited liability company. Mr. Manko is a United States citizen. |
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| Item 2(d). |
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Title of Class of Securities:
Common Stock, Par Value $0.01 Per Share |
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| Item 2(e). |
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CUSIP Number:
14074Y206 |
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| Item 3. |
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable. |
SCHEDULE 13G
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
The percentages used herein are calculated upon 77,697,633 shares of common stock issued and outstanding as of August 18,
2014, pursuant to the form 10Q filed by the Issuer on August 18, 2014 (the “August 18 10Q)”.
1. HCP
(a) Amount beneficially owned: 5,352,252*
(b) Percent of class:
6.55%*
(c)(i) Sole power to vote or direct the vote: 0
(c)(ii) Shared power to vote or direct the vote: 5,352,252*
(c)(iii) Sole power to dispose or direct the disposition: 0
(c)(iv) Shared power to dispose or direct the disposition: 5,352,252*
2. HCM
(a) Amount beneficially owned: 5,352,252*
(b) Percent of class: 6.55%*
(c)(i) Sole power to vote or direct
the vote: 0
(c)(ii) Shared power to vote or direct the vote: 5,352,252*
(c)(iii) Sole power to dispose or direct the disposition: 0
(c)(iv) Shared power to dispose or direct the disposition: 5,352,252*
3. Mr. Manko
(a) Amount beneficially owned: 5,352,252*
(b) Percent of class: 6.55%*
(c)(i) Sole power to vote or
direct the vote: 0
(c)(ii) Shared power to vote or direct the vote: 5,352,252*
(c)(iii) Sole power to dispose or direct the disposition: 0
(c)(iv) Shared power to dispose or direct the disposition: 5,352,252*
The Reporting Persons own directly no shares of common stock. Pursuant to investment management agreements, HCM maintains investment and voting power with
respect to the securities held by HCPF. HCP is the general partner of HCPF. Mr. Manko is the managing member of both HCM and HCP. HCPF owns directly 1,344,489 shares of common stock and, pursuant to Warrants issued on December 2, 2013 (the
“December 2013 Warrant”) and June 30, 2014 (the “June 2014 Warrant”), rights to immediately acquire 375,000 shares of common stock. In addition, pursuant to other Warrants and Series C Convertible Preferred Stock of the
Issuer, HCPF has rights to immediately acquire an aggregate of 4,007,762 additional shares of common stock of the Issuer, in accordance with the terms and conditions of those securities.
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Excluded from the Reporting Persons’ beneficial ownership are 375,000 shares of common stock issuable upon exercise of the December 2013 Warrant and the June 2014 Warrant beneficially owned by the Reporting Persons
due to a conversion cap that precludes the holder thereof from exercising these Warrants to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act
of 1934, as amended) in excess of 4.99% of the shares of common stock outstanding. The Series C Preferred Stock and certain of the other Warrants contain a conversion cap that precludes the holder thereof from converting and exercising the Series C
Preferred Stock and these Warrants to the extent that the holder would, after such conversion and exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.99%
of the shares of common stock outstanding. |
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| Item 5. |
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Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the following: ¨
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| Item 6. |
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Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
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| Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
Not applicable.
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| Item 8. |
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Identification and Classification of Members of the Group: |
Not applicable.
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| Item 9. |
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Notice of Dissolution of Group: |
Not applicable.
By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
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: February 27, 2015
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| Horton Capital Partners, LLC |
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| By: |
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/s/ Joseph M. Manko, Jr. |
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Joseph M. Manko, Jr., Authorized Signatory |
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| Horton Capital Management, LLC |
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| By: |
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/s/ Joseph M. Manko, Jr. |
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Joseph M. Manko, Jr., Authorized Signatory |
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/s/ Joseph M. Manko, Jr. |
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Joseph M. Manko, Jr. |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements.
Dated: February 27, 2015
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| Horton Capital Partners LLC |
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| By: |
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/s/ Joseph M. Manko, Jr. |
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Joseph M. Manko, Jr., Authorized Signatory |
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| Horton Capital Management, LLC |
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| By: |
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/s/ Joseph M. Manko, Jr. |
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Joseph M. Manko, Jr,. Authorized Signatory |
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/s/ Joseph M. Manko, Jr. |
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Joseph M. Manko, Jr. |
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