UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  August 26, 2016

 

Soupman, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

000-53943		61-1638630
(Commission File Number)		(IRS Employer Identification No.)

 

1110 South Avenue, Suite 100

Staten Island, NY 10314

(Address of principal executive offices and zip code)

(212) 768-7687

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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Item 3.02 Unregistered sales of Equity Securities.

On August 26, 2016, Soupman, Inc. (the “ Company ” ) issued 63,754,400 restricted shares of common stock to WealthColony SPV II, L.P upon conversion of 6,375,440 shares of Series B Preferred stock held by it.  The shares were issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, and no commission or other remuneration was paid or given directly or indirectly for soliciting the issuance.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 13, 2016	SOUPMAN, INC.
	By:	/s/ Robert Bertrand
		Name: Robert Bertrand
		Title: President and Chief Financial Officer