Amended Statement of Beneficial Ownership (sc 13d/a)
November 20 2017 - 5:03PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
The
ONE Group Hospitality, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
88338K103
(CUSIP
Number)
Mr.
Gregory Harnish
Anson
Funds
155
University Avenue, Suite 207
Toronto,
ON MSH 387
(647)
981-5077
With
a copy to:
David
E. Danovitch, Esq.
Robinson
Brog Leinwand Greene Genovese & Gluck P.C.
875
Third Avenue, 9
th
Floor
New
York, New York 10022
(212)-603-6300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
16, 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 §
240.13d-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).
CUSIP
No. 88338K103
|
13D/A
|
Page
2 of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Anson
Investments Master Fund LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,472,921
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,472,921
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,112,921
(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.15%
|
|
14
|
TYPE
OF REPORTING PERSON
IA,
PN
|
|
|
(1)
|
This
number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.
|
CUSIP
No. 88338K103
|
13D/A
|
Page
3 of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Anson
Funds Management LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,472,921
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,472,921
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,112,921
(2)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.15%
|
|
14
|
TYPE
OF REPORTING PERSON
IA,
PN
|
|
|
(2)
|
This
number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.
|
CUSIP
No. 88338K103
|
13D/A
|
Page
4 of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Anson
Management GP LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,472,921
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,472,921
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,112,921
(3)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.15%
|
|
14
|
TYPE
OF REPORTING PERSON
HC,
OO
|
|
|
(3)
|
This
number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.
|
CUSIP
No. 88338K103
|
13D/A
|
Page
5 of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Bruce
R. Winson
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,472,921
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,472,921
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,112,921
(4)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.15%
|
|
14
|
TYPE
OF REPORTING PERSON
HC,
IN
|
|
|
(4)
|
This
number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.
|
CUSIP
No. 88338K103
|
13D/A
|
Page
6 of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Anson
Advisors Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ontario,
Canada
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,472,921
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,472,921
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,112,921
(5)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.15%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
(5)
|
This
number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.
|
CUSIP
No. 88338K103
|
13D/A
|
Page
7 of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Adam
Spears
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canadian
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,472,921
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,472,921
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,112,921
(6)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.15%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
(6)
|
This
number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.
|
CUSIP
No. 88338K103
|
13D/A
|
Page
8 of 10 Pages
|
1
|
NAME
OF REPORTING PERSON
Moez
Kassam
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canadian
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,472,921
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,472,921
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,112,921
(7)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.15%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
(7)
|
This
number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.
|
CUSIP
No. 88338K103
|
13D/A
|
Page
9 of 10 Pages
|
This
Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) amends the Statement
of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on August 4, 2017 (as amended,
the
“Schedule 13D”)
with respect to the Common Stock, par value $0.0001 per share
(the “Common Stock”), of The ONE Group Hospitality, Inc., a Delaware corporation (the “Company”). Capitalized
terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as amended and
supplemented by this Amendment No. 1, the Schedule 13D remains unchanged.
Item
4. Purpose of Transaction.
Item
4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
No
acquisition of Common Stock by the Reporting Persons has occurred since the date of the Schedule 13D. The Reporting Persons are
filing this Amendment No. 1 to report the sale of an aggregate of 872,522 shares of the Common Stock, which traded on November
15, 2017 in one transaction and on November 16, 2017 in two transactions. The Reporting Persons currently have no immediate plans
or proposals to acquire additional securities of the Issuer.
Item
5. Interest in Securities of the Issuer.
Item
5(a), (b) and (c) the Schedule 13D are hereby amended by replacing them in their entirety as follows:
(a)
The Reporting Persons beneficially own 2,112,921 shares of Common Stock, which represent approximately
8.15% of the Company’s outstanding shares of Common Stock. The foregoing percentage is calculated based on 25,286,571 shares
of Common Stock outstanding as of November 13, 2017 as reported in the Company’s Quarterly Report on Form 10-Q filed with
the U.S. Securities and Exchange Commission on November 13, 2017 and 640,000
shares
of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons
.
(b) Anson
Funds Management LP and Anson Advisors Inc., as the co-investment advisors to Anson Investments Master Fund LP, may direct the
vote and disposition of the 1,472,921 shares of Common Stock held by Anson Investments Master Fund LP. Anson Management GP LLC,
as the general partner of Anson Funds Management LP, may direct the vote and disposition of the 1,472,921 shares of Common Stock
held by Anson Investments Master Fund LP. As the principal of Anson Funds Management LP and Anson Management GP LLC, Mr. Winson
may direct the vote and disposition of the 1,472,921 shares of Common Stock held by Anson Investments Master Fund LP. Mr. Spears
and Mr. Kassam, each as a director of Anson Advisors Inc., may direct the vote and disposition of the 1,472,921 shares of Common
Stock held by Anson Investments Master Fund LP.
See
also Items 7 to 10 of the cover page for each Reporting Person and Item 2 of the Schedule 13D.
(c) On
November 15, 2017, the Reporting Persons sold shares of Common Stock in open market transactions at a weighted average price of
$1.813 per share, with a range of prices between $1.647 and $1.839 per share, in the following amounts: Anson Funds Management
LP sold (i) 4,200 shares of Common Stock on November 15, 2017 at a price per share of $1.6677 per share, (ii) 752,929 shares of
Common Stock on November 16, 2017 at a price per share of $1.8394 and (iii) 115,393 shares of Common Stock on November 16, 2017
at a price per share of $1.647.
(d)
Not applicable.
(e) Not
applicable.
CUSIP
No. 88338K103
|
13D/A
|
Page
10 of 10 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this
Amendment No. 1 is true, complete and correct.
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of this Amendment No. 1 with respect to the shares of Common Stock of the Company.
Dated:
November 20, 2017
|
ANSON
INVESTMENTS MASTER FUND LP
|
|
|
|
By:
ANSON ADVISORS INC.
|
|
|
|
|
By:
|
/s/
Adam Spears
|
|
|
Adam
Spears
|
|
|
Director
|
|
|
|
|
By:
|
/s/
Moez Kassam
|
|
|
Moez
Kassam
|
|
|
Director
|
|
ANSON
FUNDS
MANAGEMENT LP
|
|
|
|
By:
Anson
Management
GP LLC, its general partner
|
|
|
|
|
By:
|
/s/
Bruce R. Winson
|
|
|
Bruce
R. Winson
|
|
|
Manager
|
|
|
|
|
ANSON
MANAGEMENT
GP LLC
|
|
|
|
|
By:
|
/s/
Bruce R. Winson
|
|
|
Bruce
R. Winson
|
|
|
Manager
|
|
|
|
|
/s/
Bruce R. Winson
|
|
Bruce
R. Winson
|
|
|
|
|
ANSON
ADVISORS
INC.
|
|
|
|
|
By:
|
/s/
Adam Spears
|
|
|
Adam
Spears
|
|
|
Director
|
|
|
|
|
By:
|
/s/
Moez Kassam
|
|
|
Moez
Kassam
|
|
|
Director
|
|
|
|
|
/s/
Adam Spears
|
|
Adam
Spears
|
|
|
|
/s/
Moez Kassam
|
|
Moez
Kassam
|
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