SCHEDULE
13D
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CUSIP
No.
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8361199107
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Page
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2
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of
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9
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Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WealthColony
SPV II, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b) [X]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
119,335,964
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
119,335,964
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,335,964
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE
13D
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CUSIP
No.
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8361199107
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Page
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3
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of
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9
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Pages
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|
1
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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)
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(a)
[ ]
(b) [X]
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3
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SEC
USE ONLY
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|
4
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SOURCE
OF FUNDS (See Instructions)
AF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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[ ]
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
119,335,964
|
|
9
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SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
119,335,964
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,335,964
|
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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[ ]
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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SCHEDULE
13D
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CUSIP
No.
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8361199107
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|
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Page
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4
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of
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9
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Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Jeffrey
Freedman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b) [X]
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3
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SEC
USE ONLY
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|
4
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SOURCE
OF FUNDS (See Instructions)
AF,
PF
|
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
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[ ]
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
547,000
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8
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SHARED
VOTING POWER
119,335,964
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9
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SOLE
DISPOSITIVE POWER
547,000
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10
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SHARED
DISPOSITIVE POWER
119,335,964
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,882,964
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Item
1.
Security and Issuer Identity and Background
This
Amendment No. 6 to that certain Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission
on July 5, 2016, as amended by Amendment No. 1 thereto dated May 26, 2017, Amendment No. 2 thereto dated June 2, 2017, Amendment
No. 3 thereto dated June 7, 2017, Amendment No. 4 thereto dated June 9, 2017 and Amendment No. 5 thereto dated June 30, 2017 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.
This
Amendment No. 6 is being filed to disclose the recent activities set forth in Item 4 (Purpose of Transaction) and the transactions
described in Item 5.
Item
2.
Identity and Background
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(a)
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This
Schedule 13D is filed by WealthColony SPV II, L.P. (the “Limited Partnership”), WealthColony Management Group,
LLC and Jeffrey Freedman (collectively, the “Reporting Persons”).
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(b)
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The
principal business address of each of the Reporting Persons is as follows:
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Name
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Principal
Business Address
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WealthColony
SPV II, L.P.
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745
Hope Road
Eatontown,
New Jersey 07724
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WealthColony
Management Group, LLC
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745
Hope Road
Eatontown,
New Jersey 07724
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Jeffrey
Freedman
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745
Hope Road
Eatontown,
New Jersey 07724
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(c)
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The
principal business of each of the Reporting Persons is as follows:
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Name
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Principal
Business
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WealthColony
SPV II, L.P.
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Sole
business is to invest in securities of the Issuer
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WealthColony
Management Group, LLC
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Manager
of limited partnerships.
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Jeffrey
Freedman
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Manager
of WealthColony Management Group, LLC
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(d)
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During
the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(e)
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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.
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(f)
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The
individual Reporting Person is a citizen of the United States of America. Each of WealthColony SPV II, L.P. and WealthColony
Management Group, LLC was formed under Delaware law.
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Item
3.
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
4.
PURPOSE OF TRANSACTION
This
Item 4 is being amended to add the following:
In
August 2017, WealthColony Management Group, LLC (“WealthColony”) resolicited the consent of certain stockholders with
respect to the removal of each of Jamieson Karson and Ronald Crane as directors of the Issuer and the appointment of Jeffrey Freedman
and Randy Beller as directors of the Issuer.
On
August 18, 2017, WealthColony transmitted a letter (the “
Delivery Letter
”) to Jamieson Karson, the Chief Executive
Officer of the Issuer (the “
CEO
”) in which WealthColony delivered written consents pursuant to and in accordance
with Section 228 of the General Corporation Law of the State of Delaware (the “
Written Consents
”), signed,
in person or by proxy, by the holders of shares of Common Stock, Class B Convertible Preferred Stock and Class C Convertible Preferred
Stock representing approximately 51% of the voting power of the Issuer’s outstanding capital stock, which percentage exceeds
the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares of voting stock
were present and voted.
The
Issuer’s stockholders approved the following proposals (the “
Proposals
”) pursuant to the Written Consents:
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1.
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Each
of Jamieson Karson and Ronald Crane was removed from the Board; and
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2.
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Each
of Jeffrey Freedman and Randy Beller (the “
Incoming Directors
”) was elected to serve as a director of the
Issuer.
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The
Delivery Letter also advised the CEO that the Former Directors were no longer authorized to act on behalf of the Issuer, and requested
that the CEO instruct the Former Directors to refrain from any such actions, and from holding themselves out to anyone as having
such authority.
The
Delivery Letter requested the CEO to confirm on or before 5:00 p.m., Eastern Time, on August 21, 2017, (i) his acknowledgement
of the immediate effectiveness of the Written Consents and, (ii) that in light of the changes to the composition of the Board,
neither the Issuer nor anyone purporting to act on behalf of the Issuer, would act outside the ordinary course of business without
the approval of the newly constituted Board or would make any material business decisions without the prior approval of the newly
constituted Board.
The
Delivery Letter advised the CEO that the Incoming Directors would be willing to consider working with the CEO following the effective
change of the Issuer’s Board to ensure a smooth transition of the Issuer’s leadership. Finally, WealthColony noted
in the Delivery Letter that the Incoming Directors and Joseph Hagan were planning to visit the executive offices of the Issuer
in the next week, and at such time, WealthColony expected the books and records of the Issuer to be made available to them.
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 4 of Schedule 13D.
Item
5.
INTEREST IN SECURITIES OF THE ISSUER
(a)
WealthColony Management Group, LLC and Jeffrey Freedman may be deemed the beneficial owners of up to 119,882,964 shares of Common
Stock representing approximately 41.5% of the outstanding shares of the Issuer’s Common Stock.
The
aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated in accordance with Rule 13d-3 and
is 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.
(b)
By virtue of their control of the Limited Partnership, 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)
The Reporting Persons have not effected any transactions in the Common Stock in the past 60 days, except as follows:
WealthColony
completed the registration of shares in the name of the Limited Partnership on the dates and amounts set forth below.
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Date
of Transaction
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No.
of Shares of Common Stock
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7-13-17
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9,322,827
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7-24-17
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17,926,121
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7-26-17
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2,995,000
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8-01-17
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1,196,572
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8-02-17
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1,374,510
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8-03-17
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1,250,000
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8-04-17
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1,250,000
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8-10-17
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1,500,000
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8-11-17
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5,640,000
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8-14-17
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1,250,000
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8-14-17
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2,375,000
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The
purchase price for each of the shares acquired was approximately $.002 per share.
The
Reporting Person previously reported that it had received documents entitling it to transfer 5,906,373 shares of Series B Convertible
Preferred Stock to the Limited Partnership. The Issuer has not engaged a transfer agent with respect to the Series B Convertible
Preferred Stock. As a result of the absence of a transfer facility, the proposed transfer of the Series B Convertible Preferred
Stock was not completed and the transfer was canceled.
(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.
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Item
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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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
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Exhibit
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Description
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1
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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).
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2
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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)
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3
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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).
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4.
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Letter
to Board of Directors dated May 25, 2017 (filed with Amendment No. 1 to the Schedule 13D being amended hereby filed with the
Securities and Exchange Commission on May 26, 2017 and incorporated by reference herein).
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5.
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Letter
to Board of Directors dated June 2, 2017 (filed with Amendment No. 2 to the Schedule 13D being amended hereby filed with the
Securities and Exchange Commission on June 2, 2017 and incorporated by reference herein).
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6.
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Letter
to Jamieson Karson dated June 6, 2017 (filed with Amendment No. 3 to the Schedule 13D
being amended hereby filed with the Securities and Exchange Commission on June 7, 2017
and incorporated by reference herein).
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7.
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Letter
to Jamieson Karson dated June 27, 2017 (filed with Amendment No. 4 to the Schedule 13D being amended hereby filed with the
Securities and Exchange Commission on June 9, 2017 and incorporated by reference herein).
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8.
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Letter
to Jamieson Karson dated August 18, 2018 (filed herewith).
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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:
August 18, 2017
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WEALTHCOLONY
SPV II, L.P.
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By:
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WealthColony
Management Group, LLC
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By:
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/s/
Jeffrey Freedman
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Name:
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Jeffrey
Freedman
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Title:
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Manager
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WealthColony
Management Group, LLC
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By:
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/s/
Jeffrey Freedman
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Name:
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Jeffrey
Freedman
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Title:
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Manager
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/s/
Jeffrey Freedman
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Exhibit
8
SPV
II - Limited Partnership
745
Hope Road
Eatontown,
NJ 07724
jeff@wealthcolony.com
August
18, 2017
CERTIFIED
MAIL RETURN RECEIPT REQUESTED
Jamieson
Karson
Soupman,
Inc.
1110
South Avenue, Suite 100
Staten Island, New York 10314
With
a copy to:
Corporation
Trust Company
1209
Orange Street
Wilmington,
DE 19808
County
of New Castle
Dear
Mr. Karson:
On
behalf of certain of the holders of common stock, par value $0.001 per share, Series B Convertible Preferred Stock and Series
C Convertible Preferred Stock (collectively, the “Capital Stock”) of Soupman, Inc. (the “Company”), enclosed
with this letter as Exhibit A please find written consents pursuant to and in accordance with Section 228 of the General Corporation
Law of the State of Delaware (the “Written Consents”) signed by the holders of shares representing approximately 51%
of the voting power of the Company’s outstanding Capital Stock, which percentage exceeds the minimum number of votes that
would be necessary to authorize or take the actions specified below at a meeting at which all shares of the Company’s Capital
Stock were present and voted, with the immediate effect of:
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1.
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Removing
the following current members of the Board: Jamieson Karson and Ronald Crane (and any other person or persons elected
or appointed by the Board prior to the date hereof) (the “Former Directors”), other than the Incoming Directors
(as defined below); and
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2.
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Electing
each of Jeffrey Freedman and Randy Beller (the “Incoming Directors”) to serve as a director of the Company.
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As
such, please be advised that in accordance with the General Delaware Corporation Law and other applicable law and Section 2.2
of the Company’s Bylaws, each of the Former Directors is no longer authorized to act on behalf of the Company or to represent
himself as a director of the Company, and we hereby request that you instruct the Former Directors to refrain from taking any
such actions, and from holding themselves out to anyone as having such authority.
We
further hereby request that you inform the officers and employees of the Company that the Former Directors have no legal authority
with respect to the Company and that such officers and employees must refrain from taking any action upon the direction of, or
otherwise take any instruction from, the Former Directors. Finally, in order to ensure that only authorized persons have access
to the tangible and intangible property of the Company, we hereby request that you and every other officer and employee of the
Company refrain from making available any proprietary or confidential information of the Company to the Former Directors and deny
the Former Directors access to the premises of the Company henceforth.
Please
confirm on or before 5:00 p.m., Eastern Time, on August 21, 2017, that the Company acknowledges the immediate effectiveness of
the Written Consents. Please also confirm that, in light of the changes to the composition of the Board, neither the Company nor
anyone purporting to act on behalf of the Company will cause the Company to take any actions outside the ordinary course of business
or will make any material business decisions without the prior approval of the newly constituted Board. We look forward to working
with the Company to issue prompt notice of these actions to non-consenting stockholders of the Company in accordance with Section
228(e) of the Delaware General Corporate Law.
The
new members of the Board hope to work with you and the Company to ensure a smooth transition and minimal disruption to the business
and operations of the Company. The new members of the Board and Joseph Hagan plan to visit and meet at the principal executive
offices of the Company within the next week, and will be in touch the Company’s staff to schedule a specific date and time
for such meeting. At such time, we expect all books and records of the Company to be made available to them.
Please
do not hesitate to contact me with any questions.
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Sincerely,
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WealthColony
SPV II, L.P.
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By:
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WealthColony
Management Group, LLC
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By:
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/s/
Jeffrey
Freedman
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Name:
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Jeffrey
Freedman
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Title:
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Manager
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Enclosures