SCHEDULE
13D
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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10
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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
63,754,000
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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
63,754,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,754,000
(1)
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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)
22.1
%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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(1)
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Does
not include 23,745,600 shares of Common Stock which may be acquired by exercising a warrant to purchase 2,374,560 shares of
Series B Convertible Preferred Stock and converting the Series B Convertible Preferred Stock into Common Stock.
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SCHEDULE
13D
CUSIP
No.
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8361199107
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|
|
Page
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3
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of
|
10
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Pages
|
1
|
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]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
63,754,400
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
63,754,400
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,754,400
(1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.1%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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(1)
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Does
not include 23,745,600 shares of Common Stock subject to issuances upon the exercise of a warrant to purchase 2,374,560 shares
of Series B Convertible Preferred Stock and the conversion of such shares the Series B Convertible Preferred Stock into Common
Stock.
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SCHEDULE
13D
CUSIP
No.
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8361199107
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|
|
Page
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4
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of
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10
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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
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF,
PF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
[ ]
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
|
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
66,024,400
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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
66,024,400
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,571,400
(1)
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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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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.0%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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(1)
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Does
not include 23,745,600 shares of Common Stock which may be acquired by exercising a warrant to purchase 2,374,560 shares of
Series B Convertible Preferred Stock and converting the Series B Convertible Preferred Stock into Common Stock.
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SCHEDULE
13D
CUSIP
No.
|
8361199107
|
|
|
Page
|
5
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of
|
10
|
Pages
|
1
|
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph
W. Hagan
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(c)
[ ]
(d) [X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
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SHARED
VOTING POWER
2,270,000
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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
2,270,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,270,000
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
[ ]
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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Item
2.
Security and Issuer Identity and Background
This
Schedule 13D (the “Schedule 13D”) 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.
Item
3.
Identity and Background
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(a)
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This Schedule 13D is filed by WealthColony SPV II, L.P., WealthColony Management Group, LLC, Jeffrey Freedman
and Joseph Hagan (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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Joseph
Hagan
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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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Joseph
Hagan
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Manager of Mighty Joe Marketing, 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 Persons are all citizens 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
4.
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
5.
PURPOSE OF TRANSACTION
On
December 26, 2014, the Issuer issued a Warrant (the “Warrant”) to WealthColony SPV II, L.P. (the “Limited Partnership”)
pursuant to which the Limited Partnership was granted the right to purchase up to 8,750,000 shares of the Issuer’s Series
B Convertible Preferred Stock at a purchase price of $.20 per share. The Series B Convertible Preferred Stock has an initial conversion
price of $.02 per share, subject to adjustment as provided in the Certificate of Designations, Rights and Preferences filed by
the Issuer with the Delaware Secretary of State in connection with the establishment of the Series B Convertible Preferred Stock.
The Warrant provides that if at the end of any thirty (30) day period following the Issue Date (December 26, 2016) the Limited
Partnership has not exercised the Warrant for $291,666 of Series B Convertible Preferred Stock (after taking into account all
prior exercises) for each such thirty (30) day period, the number of shares subject to the Warrant is subject to reduction. The
Limited Partnership has exercised the Warrant for the requisite amount of Series B Preferred Stock and thus no reduction in the
number of shares subject to the Warrant has been or will be made. The Warrant expires on August 24, 2016. The Limited Partnership
acquired 6,375,440 shares of Series B Preferred Stock pursuant to exercises of the Warrant. The Limited Partnership converted
such shares of Series B Preferred Stock into Common Stock at a conversion price of $.02 per share on the dates and in the denominations
set forth.
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No.
of Shares of
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No.
of Shares of
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Class
B Preferred
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Common
Stock
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Date
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Stock
Converted
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Issued
Upon Conversion
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4-11-16
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4,500,440
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45,004,400
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6.10-16
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1,220,000
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12,200,000
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6-18-16
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655,000
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6,550,000
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On
January 2, 2015, the Issuer entered into a six month Consulting Agreement with Mighty Joe Marketing LLC (the “Consultant”),
an affiliate of Joseph Hagan and Jeffrey Freedman, pursuant to which the Consultant agreed to render such advice and services
in connection with shareholder relations as the Issuer may request. The description of such Consulting Agreement is hereby qualified
in its entirety by reference to Exhibit 2 hereto. The Issuer has issued an aggregate of 2,270,000 shares of the Company’s
Common Stock to the Consultant.
In
May 2017, Joseph Hagan ceased to be a Manager of WealthColony Management Group, LLC and no longer shares the power to vote or
dispose of the securities of the Company owned by the Limited Partnership.
On
May 25, 2017, WealthColony Management Group, LLC, as the General Partner of the Limited Partnership, delivered a letter to the
Board of Directors of the Issuer on behalf of the Limited Partnership, requesting that the Board of Directors promptly (i) appoint
Jeffrey Freedman and Patrick Guadagno as members of the Board of Directors and (ii) accept the resignations of Jamieson Karson
and Ronald Crane as members of the Board of Directors. The letter advised the Board that upon reconstitution of the Board, the
Board will retain the services of Jamieson Karson as Chief Executive Officer until his replacement can be identified. The letter
further advised the Board that if the Board does not accept the proposal by 5:00 p.m. on Friday, May 26, 2017, WealthColony Management
Group, LLC reserves the right to pursue all other options to protect the Limited Partnership’s investment in the Issuer,
including, but not limited to, seeking to change the composition of the Issuer’s Board of Directors.
The
foregoing description of the May 25, 2017 letter is a summary, is not complete and is qualified in its entirety by reference to
the full text of the May 25, 2017 letter, a copy of which is attached to this Schedule 13D as Exhibit 4.
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 5 of Schedule 13D.
Item
6.
INTEREST IN SECURITIES OF THE ISSUER
(a) As described
in Item 5, WealthColony Management Group, LLC and Jeffrey Freedman may be deemed the beneficial owners of up to 66,571,000 shares
of Common Stock representing approximately 49.4% of the outstanding shares of the Issuer’s Common Stock. This does
not include shares issuable upon the conversion of Series B Convertible Preferred Stock which are issuable upon exercise of the
Warrant.
Joseph Hagan may be deemed the beneficial owner of up to 2,270,000 shares of
Common Stock representing approximately 0.8% of the outstanding shares of the Issuer’s outstanding Common Stock. Inasmuch
as Joseph Hagan is not the beneficial owner of 5% or more of the Issuer’s outstanding Common Stock, he will no longer be
a Reporting Person after the filing of this Amendment No. 1 to Schedule 13D.
The
aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated 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, the 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)
Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effected any transactions in the
Common Stock in the past 60 days.
(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.
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
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.
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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:
May 26, 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:
|
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:
|
Jeffrey
Freedman
|
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Title:
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Manager
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/s/
Jeffrey Freedman
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/s/
Joseph Hagan
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