Amended Statement of Beneficial Ownership (sc 13d/a)
April 29 2016 - 10:32AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
SCHEDULE 13D
(Rule l3d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 12)
Regional Brands Inc.
|
(Name of Issuer)
|
|
Common Stock, no par value
|
(Title of Class of Securities)
|
|
75903Q 102
|
(CUSIP Number)
|
Steven N. Bronson
|
Regional Brands Inc.
|
31248 Oak Crest Drive, Suite 110
|
Westlake Village, California 91361
|
(805) 416-7054
|
|
with a copy to:
|
|
James A. Prestiano, Esq.
|
631 Commack Road, Suite 2A
|
Commack, New York 11725
|
(631) 499-6000
|
|
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
|
April 8, 2016
|
(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 Rule l3d-l(e), 13d-1(f)
or 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(b) for other parties to whom copies are to be
sent.
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 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)
(Continued on following pages)
___________
(1) 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.
CUSIP No. 75903Q 102
1.
|
NAME OF REPORTING PERSON
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Steven N. Bronson
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
¨
|
|
|
(b)
|
¨
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
Not applicable.
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
|
|
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
USA
|
NUMBER OF
|
7.
|
SOLE VOTING POWER
|
SHARES
|
|
42,844,278
|
BENEFICIALLY
|
|
|
OWNED BY
|
8.
|
SHARED VOTING POWER
|
EACH
|
|
0
|
REPORTING
|
|
|
PERSON
|
9.
|
SOLE DISPOSITIVE POWER
|
WITH
|
|
42,844,278
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
42,844,278
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
CERTAIN SHARES*
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
|
|
|
|
11.28%
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 75903Q 102
|
SCHEDULE13D
|
|
Item 1.
|
Security and Issuer.
|
Except as expressly restated and amended below, the Schedule
13D and amendments thereto as filed on behalf of Steven N. Bronson with respect to the shares of common stock, no par value per
share (the "Common Stock") of Regional Brands Inc., a Delaware corporation, with its principal offices located at 31248
Oak Crest Drive, Suite 120, Westlake Village, California 91361 (the "Issuer") remains in full force and effect. The Issuer
recently reported that as of April 8, 2016, the Issuer had 379,701,697 shares of Common Stock outstanding.
Item 2.
|
Identity and Background.
|
(a) This Amendment number 12 to Schedule 13D is filed on behalf
of Steven N. Bronson.
(b) The business address of Mr. Bronson is 31248 Oak Crest Drive,
Suite 110, Westlake Village, California 91361.
(c) Mr. Bronson is a director of the Issuer.
(d) During the last five years Mr. Bronson has not been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Bronson 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 further violations of, or prohibiting or mandating activities subject
to the federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Bronson is a citizen of the United States of America.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The Reporting Person filed this Schedule 13D to report
that on April 8, 2016, Mr. Bronson acquired 37,044,068 shares of Common Stock at $0.0134974 per share pursuant to a Securities
Purchase Agreement, dated April 8, 2016 (the “SPA”), among the Issuer and Merlin Partners LP, Ancora Catalyst Fund
LP, and Steven N. Bronson. Additionally, in connection with the SPA, on April 8, 2016 Mr. Bronson was granted an option to purchase
9,351,232 shares of Common Stock at the exercise price of $0.016 per share (the “Option”). The Option shall become
vested and exercisable in sixty (60) equal monthly installments on the first day of each calendar month commencing on May 1, 2016.
Item 4.
|
Purpose of Transaction.
|
The Reporting Person acquired the securities of the Issuer for
investment purposes and may make further purchases or sales of shares of Common Stock of the Issuer through open market or privately
negotiated transactions or otherwise. If the Reporting Person undertake any of the above described possible actions, the Reporting
Person will, among other things, timely file an appropriate amendment to this Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer.
|
(a)(b) Mr. Bronson beneficially owns 42,844,278 shares of the
Issuer’s Common Stock, representing approximately 11.28% of the total shares of common stock deemed outstanding.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with
|
|
Respect to Securities of the Issuer.
|
Not applicable.
Item 7.
|
Material to be Filed as Exhibits.
|
Not applicable.
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.
|
Steven N. Bronson
|
|
|
|
/s/ Steven N. Bronson
|
|
Steven N. Bronson
|
Attention:
Intentional misstatements or omissions of fact constitute
federal criminal violations (See 18 U.S.C. Section l001).
Regional Brands (PK) (USOTC:RGBD)
Historical Stock Chart
From Mar 2024 to Apr 2024
Regional Brands (PK) (USOTC:RGBD)
Historical Stock Chart
From Apr 2023 to Apr 2024