Amended Statement of Beneficial Ownership (sc 13d/a)
March 02 2018 - 9:18AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
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
(416)
572-1766
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)
March
2, 2018
(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)
8.2%
|
|
|
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)
8.2%
|
|
|
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)
8.2%
|
|
|
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)
8.2%
|
|
|
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)
8.2%
|
|
|
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)
8.2%
|
|
|
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)
8.2%
|
|
|
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
|
On
December 31, 2016 Anson Funds Management LP (d/b/a Anson Group), a Texas limited partnership, Anson Management GP LLC, a Texas
limited liability company, Mr. Bruce R. Winson, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson
Advisors Inc. (d/b/a Anson Funds), an Ontario, Canada corporation, Mr. Adam Spears, a director of Anson Advisors Inc., and Mr.
Moez Kassam, a director of Anson Advisors Inc. (collectively, the “Initial Reporting Persons”), jointly filed a Statement
of Beneficial Ownership on a Form 13G pursuant to Rule 240.13d-1(b) of the Securities Exchange Act of 1934 (the “Act”)
with the Securities and Exchange Commission (the “SEC”). On August 4, 2017, the Initial Reporting Persons, as well
as Anson Investments Master Fund LP, a Cayman Islands limited partnership, who was originally eligible to file with the Initial
Reporting Persons on the Original 13G (the Anson Investments Master Fund together with the Initial Reporting Persons are hereafter
collectively referred to as the “Reporting Persons”), jointly filed a Statement of Beneficial Ownership on Schedule
13D (the “Original Schedule 13D”) pursuant to Rule 240.13d-1(e) of the Act to reflect an intention by the Initial
Reporting Persons to hold the securities with a purpose or effect of changing or influencing control of the issuer. The Original
Schedule 13D was amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on November 16, 2017 by the Reporting
Persons, to reflect a change in the percentage of ownership of shares by the Reporting Persons.
Whereas,
pursuant to § 240.13d-1(h) of the Act, the Reporting Persons qualify to file a Statement of Beneficial Ownership on a Form
13G under Rule 240.13d-1(b) of the Act which, among other things, requires that the Reporting Persons “acquired such securities
in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the
issuer, nor in connection with or as a participant in any transaction having such purpose or effect” This Amendment No.
2 to the Original Schedule 13D (this “Amendment No. 2”) constitutes the final amendment to the Reporting Persons’
Schedule 13D and an exit filing for the Reporting Persons,
Item
4. Purpose of Transaction.
Item
4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The
purpose of the holding of the securities of the Issuer by the Reporting Persons is solely for investment purposes,
and, pursuant to Section 240.13d-1(b) is in the “ordinary course of the business” of the Reporting Persons
and “not with the purpose nor with the effect of changing or influencing the control of the issuer, nor in connection
with or as a participant in any transaction having such purpose or effect, including any transaction subject to
§ 240.13d-1(b) and § 240.13d-1(c) of the Act, other than activities solely in connection with a nomination under
§ 240.14a-11 of the Act.”
Exhibits
|
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. 2 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. 2 with respect to the shares of Common Stock of the Company.
Dated:
March 2, 2018
|
|
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
|
ONE Group Hospitality (NASDAQ:STKS)
Historical Stock Chart
From Mar 2024 to Apr 2024
ONE Group Hospitality (NASDAQ:STKS)
Historical Stock Chart
From Apr 2023 to Apr 2024
