UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
TimefireVR
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
88732W109
(CUSIP
Number)
Lou
Werner III
6900
E. Camelback Road, Suite 1020
Scottsdale,
Arizona 85251
Telephone:
480-970-5464
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
March
6, 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
Rule.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).
1. Names
of Reporting Persons.
|
Lou
Werner III
|
|
2. Check
the Appropriate Box if a Member of a Group
|
(a)
☐
|
(b)
☐
|
|
3. SEC
Use Only
|
4. Source
of Funds
|
PF
|
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
☐
|
6. Citizenship
or Place of Organization
|
United
States of America
|
Number
of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
7. Sole
Voting Power
|
2,847,793
(1)
|
|
8. Shared
Voting Power
|
0
|
|
9. Sole
Dispositive Power
|
2,847,793
(1)
|
|
10. Shared
Dispositive Power
|
0
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
|
2,847,793
(1)
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
☐
|
13. Percent
of Class Represented by Amount in Row (11)
|
6.2%
(2)
|
14. Type
of Reporting Person
|
IN
|
|
(1)
|
Represents
2,043,185 shares of common stock, 471,274 shares underlying warrants and 333,334 shares
underlying convertible notes. Includes securities held by LEM Diversified, LLC, of which
the Filing Person is manager.
|
|
(2)
|
Based
upon 44,840,276 share reported by the Issuer as outstanding on March 6, 2017.
|
ITEM
1. SECURITY AND ISSUER
This
Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”)
of
TimefireVR Inc.
, a Nevada corporation
(the “Issuer”). The principal executive offices of the Issuer are located at
7600 E. Redfield Road, Suite 100,
Building A, Scottsdale, Arizona 85260.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed on
behalf of Lou Werner III (the “Filing Person”).
(b) The Filing
Person’s principal business address is
6900 E. Camelback Road,
Suite 1020, Scottsdale, Arizona 85251.
(c) The Filing Person’s
present principal occupation is architect and owner of Formwerks Studios, L.L.C.
(d) During the last five years,
the Filing Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years,
the Filing Person 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 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 Filing Person is a citizen
of the United States of America.
ITEM 3. SOURCE AND
AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective September 13, 2016,
the Issuer and Timefire LLC, an Arizona limited liability company ("Timefire"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") pursuant to which the Issuer acquired Timefire, which is now a subsidiary of the Issuer
(the foregoing transaction, the "Merger"). The Filing Person acquired 2,043,185 shares of common stock and 137,940 five-year
warrants exercisable at $0.58 per share as Merger consideration in exchange for his equity interests in Timefire.
Using personal funds, the
Filing
Person
invested in a private placement offering of the Issuer which closed on March 6, 2017, pursuant to which the Issuer
sold the
Filing Person
Senior Convertible Notes (the “Notes”) in a principal
amount of $100,000 with an original issue discount of 5% and 8% annual interest. On or after September 3, 2017, subject to certain
conditions, the Notes are convertible into common stock of the Issuer at $0.30 per share. As additional consideration, the Issuer
issued the
Filing Person
a total of 333,334 five-year warrants to purchase the Issuer’s
common stock, which are exercisable on or after September 3, 2017 at $0.35 per share.
ITEM 4. PURPOSE OF TRANSACTION
The disclosure under Item 3,
above, is incorporated by reference herein.
The Filing Person, solely in
his capacity as a member of the Board of Directors of the Issuer, may, from time to time, formulate plans or proposals regarding
the Issuer or its securities for consideration by the Board of Directors and the Issuer’s management as part of his service
as a director.
Depending on market conditions,
the Filing Person may also acquire or dispose of additional shares of the Issuer in his personal capacity, subject to Section
16(b) of the Securities Exchange Act of 1934.
Other
than as described herein, the Filing Person does not have any plans that would result in
any
of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
|
(a)–(c)
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The
information required by Items 5(a)-(c) is set forth in Rows (7)-(13) of the cover page
and the footnotes thereto and is incorporated herein by reference.
|
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(d)
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To
the best knowledge of the Filing Person, no person, other than the Filing 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 the Filing Person.
|
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The
information provided in Item 4 is incorporated herein by reference. Other than as described in this Schedule 13D, to the knowledge
of the Filing Person, there are no contracts, arrangements, understanding or relationships (legal or otherwise) among the persons
named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit
No.
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Description
|
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10.1
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Agreement
and Plan of Merger (incorporated by reference from the Issuer’s Current Report
on Form 8-K filed with the
Securities and Exchange Commission
on September 13, 2016)
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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.
March
27, 2017
Date
/s/
Lou Werner III
Lou
Werner III
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.