Statement of Ownership (sc 13g)
January 26 2018 - 4:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
SPENDSMART
NETWORKS, INC.
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
92905P107
(CUSIP
Number)
December
31, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule
13d-1(b)
☒ Rule
13d-1(c)
☐
Rule
13d-1(d)
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*
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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.
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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. 92905P107
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1.
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Names
of Reporting Persons
Brio
Capital Master Fund Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Cayman
Islands
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Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
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5.
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Sole
Voting Power
4,294,205
shares of common stock
(1) (2)
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
4,294,205
shares of common stock
(1) (2)
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8.
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Shared
Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,294,205
shares of common stock
(1) (2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
See footnote (2) below. ☒
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11.
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Percent
of Class Represented by Amount in Row (9)
9.2%
(3)
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12.
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Type
of Reporting Person (See Instructions)
CO
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(1)
Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion
over securities held by the Brio Capital Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management
LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager
of Brio Capital Master Fund Ltd.
(2)
Excludes 400,002 warrants to purchase shares of common stock on a 1:1 basis and a $300,000 convertible note. Such securities are
currently not exercisable as Brio Capital Master Fund, Ltd. currently holds more than 4.99% of the outstanding shares of common
stock of SpendSmart Networks, Inc. and such securities are not exercisable when the holder, together with its affiliates, beneficially
own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
(3)
Percentage calculation is based on the number of shares of common stock outstanding, as reported in the Proxy Statement filed
by the Issuer.
CUSIP No. 92905P107
1.
|
Names
of Reporting Persons
Brio
Capital Management LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC
Use Only
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4.
|
Citizenship
or Place of Organization
Delaware,
United States
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Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
4,294,205
shares of common stock
(4)(5)
|
6.
|
Shared
Voting Power
0
|
7.
|
Sole
Dispositive Power
4,294,205
shares of common stock
(4)(5)
|
8.
|
Shared
Dispositive Power
0
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,294,205
shares of common stock
(4)(5)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) See footnote (5) below. ☒
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11.
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Percent
of Class Represented by Amount in Row (9)
9.2%
(6)
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12.
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Type
of Reporting Person (See Instructions)
CO
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(4) The shares reported above are held by Brio Capital Master
Fund Ltd. Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment
discretion over securities held by the Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital
Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment
manager of Brio Capital Master Fund Ltd. Brio Capital Management LLC and Shaye Hirsch disclaim beneficial ownership over the shares
held by Brio Capital Master Fund Ltd., except to the extent of any pecuniary interest therein.
(5) Excludes 400,002 warrants to purchase shares of common stock
on a 1:1 basis and a $300,000 convertible note. Such securities are currently not exercisable as Brio Capital Master Fund, Ltd.
currently holds more than 4.99% of the outstanding shares of common stock of SpendSmart Networks, Inc. and such securities are
not exercisable when the holder, together with its affiliates, beneficially own in excess of 4.99% of the number of shares of common
stock outstanding immediately after giving effect to such exercise.
(6) Percentage calculation is based on the number of shares
of common stock outstanding, as reported in the Proxy Statement filed by the Issuer.
Item
1(a).
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Name
of Issuer
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SpendSmart
Networks, Inc. (the “Issuer”)
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Item
1(b).
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Address
of the Issuer’s Principal Executive Offices
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805
Aerovista Place, Suite 205
San
Luis Obispo, CA 93401
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Item
2(a).
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Names
of Persons Filing
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This
Schedule 13G is filed jointly by:
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Brio
Capital Master Fund Ltd.
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Brio
Capital Management LLC
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The
foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Information with
respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for
the accuracy or completeness of the information furnished by another Reporting Person.
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Each
Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement.
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Item
2(b).
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Address
of the Principal Business Office, or if none, Residence:
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c/o Brio
Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570.
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Item
2(c).
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Citizenship
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Brio Capital Master Fund Ltd. – Cayman Islands
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Brio Capital Management LLC – United States
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Item 2(d).
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Title of Class
of Securities
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Common Stock,
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Item 2(e).
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CUSIP Number
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92905P107
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Item 3.
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If this statement is filed
pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is
a:
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☐
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(a) Broker
or Dealer registered under Section 15 of the Exchange Act.
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☐
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(b) Bank as defined in Section
3(a)(b) or the Exchange Act.
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☐
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(c) Insurance company as
defined in Section 3(a)(19) of the Exchange Act.
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☐
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(d) Investment company registered
under Section 8 of the Investment Company Act.
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☐
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(e) An Investment
adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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☐
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(f) An employee benefit
plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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☐
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(g) A Parent Holding Company
or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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☐
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(h) A Savings Association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
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☐
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(i)
A Church Plan that is excluded from the definition of an investment company under Section 3
(c)(14)
of the Investment Company Act.
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☐
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(j) Group, in accordance
with Rule 13d-1 (b)(1)(ii)(j).
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Not applicable
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Item 4.
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Ownership
The
information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
Each
Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose,
the beneficial owner of any securities covered by this statement.
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Item 5.
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Ownership
of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than
Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on
By the Parent Holding Company or Control Person
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Not Applicable
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Item 8.
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Identification and Classification
of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution
of Group
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Not Applicable
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Item 10.
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Certification
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By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11.
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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.
DATE:
January
26, 2018
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Brio
Capital Master Fund Ltd.,
a
Cayman Islands Exempted Company
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By:
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Brio Capital Management LLC, its Investment Manager
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By:
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/s/ Shaye Hirsch
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Name: Shaye Hirsch
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Title: Managing Member
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Brio
Capital Management LLC,
a
Delaware limited liability company
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By:
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/s/ Shaye Hirsch
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Name: Shaye Hirsch
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Title: Managing Member
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
EXHIBIT
1
JOINT
FILING AGREEMENT
Each
of the undersigned agrees that (i) the statement on Schedule 13G relating to the Common Stock of SpendSmart Networks, Inc. has
been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G will, unless written
notice to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of
Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 shall apply to each of them. This agreement may be terminated with
respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon
such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
DATED:
January 26, 2018
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Brio
Capital Master Fund Ltd.,
a
Cayman Islands Exempted Company
|
|
|
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By:
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Brio Capital Management LLC, its Investment Manager
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By:
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/s/ Shaye Hirsch
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Name: Shaye Hirsch
|
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Title: Managing Member
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Brio
Capital Management LLC,
a
Delaware limited liability company
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|
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By:
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/s/ Shaye Hirsch
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Name: Shaye Hirsch
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Title: Managing Member
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