CUSIP
No. 42703T 207
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13D/A
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Page
2 of 6 Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Johnathan
William Terry
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada
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NUMBER
OF
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7
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SOLE
VOTING POWER
6,022,695
(1)(2)
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SHARES
BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
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EACH
REPORTING
PERSON
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9
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SOLE
DISPOSITIVE POWER
6,022,695
(1)(2)
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WITH
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10
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SHARED
DISPOSITIVE
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,022,695
(1)(2)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.6%
(2)(3)
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14
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TYPE
OF REPORTING PERSON
IN
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(1)
Includes (i) 4,750,000 shares of Common Stock beneficially owned by Cabello Real Ltd. and (ii) 1,272,695 shares of Common Stock
owned by Cabello Real FZE, both of Dubai, which Johnathan William Terry (the “Reporting Person”) indirectly
controls.
(2) Does not include 5,000,000 shares of preferred stock which are not convertible and non-voting.
(3) Based on 8,650,059 shares of Common Stock issued and outstanding.
CUSIP
No. 42703T 207
|
13D/A
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Page
3 of 6 Pages
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EXPLANATORY
NOTE
This
Amendment No. 1 (the “Amendment”) amends and restates the Schedule 13D originally filed on December 15, 2017 (the
“Original Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding
Item of the Original Schedule 13D. All items not supplemented in this Amendment remain unchanged from the Original Schedule 13D.
Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein
as are ascribed to such terms in the Original Schedule 13D. Except as otherwise specified herein, the share amounts and share
prices of the Issuer’s common stock contained in this Amendment have been adjusted to give effect to the (i) 1-for-2 reverse
stock split effective January 31, 2017, and (ii) 1-for-6 reverse stock split effective April 9, 2018.
Item
1. Security and Issuer.
This
Schedule 13D relates to the common stock, par value $0.001per share (the “Common Stock”), of the Her Imports, a Nevada
corporation (the “Issuer”). The principal address of the Issuer is 8861 W. Sahara Ave., Suite 210, Las Vegas, NV 89117.
Item
3. Source or Amount of Funds or Other Consideration.
Termination
of MIP Agreement
On
June 20, 2018, the Issuer entered into an agreement (the “Termination Agreement”) with Cabello Real Ltd., a company
controlled by the Reporting Person (“Cabello Ltd.”), to terminate the Media Investor Purchase Agreement, dated June
29, 2014 (the “MIP Agreement”). In consideration for entering into the Termination Agreement the Issuer agreed to
issue Cabello Ltd. 4,500,000 shares of Common Stock.
Gift
to the Reporting Person’s Daughter
On
June 20, 2018, the Reporting Person made a gift of 1,000,000 shares of Common Stock to Malaika Terry, the Reporting Person’s
daughter, who is not a member of his household.
Asset
Purchase Agreement and MIP Agreement
On
May 28, 2014, the Issuer entered into an Asset Purchase Agreement with Leader Act Ltd HK (“Leader”) and issued Leader
833,333 shares of Common Stock (the “Leader Shares”). On or about September 16, 2014, Mr. Aymen Boughanmi, the President
of Leader, and the Reporting Person entered into an oral understanding that they would vote the Leader Shares together only as
they jointly agreed and that the Reporting Person owned one-half of the Leader Shares or approximately 416,666 shares.
On
June 29, 2014, the Issuer entered into the MIP Agreement with Leader. Under the MIP Agreement, Leader had the right to advance
funds to enable the Issuer to purchase media and in exchange Leader could acquire up to 10,000,000 shares of common stock at $0.05
per share (which was not adjustable to give effect to any stock split or consolidation). Simultaneously, Leader converted $50,000
previously advanced to the Company to 1,000,000 shares of Common Stock (on a pre-stock split basis), leaving the number of shares
that could be acquired under the MIP Agreement at 9,000,000. The Reporting Person was not involved in and had no knowledge of
the MIP Agreement at that time.
On
November 28, 2016, the Issuer entered into an Asset Share Purchase & Business Agreement with Cabello Ltd. and issued Cabello
Ltd. 5,000,000 shares of non-voting, non-cumulative, callable preferred stock which paid a dividend of $0.144 per share. (the
“November 2016 Transaction”). In addition, the Issuer issued Cabello Ltd. 1,250,000 shares of Common Stock. As consideration
for the November 2016 Transaction, Cabello Ltd. transferred to the Issuer the exclusive United States rights to the Her Imports
trademark. Cabello Ltd. also transferred certain digital assets to the Issuer. The Reporting Person has the sole power to vote
the securities of Cabello Ltd., but the pecuniary interest is held by an unaffiliated third party.
CUSIP
No.
42703T 207
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13D/A
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Page
4 of 6 Pages
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In
July 2017, Leader and the Reporting Person agreed to resolve certain differences and terminate their joint voting agreement with
respect to the Leader Shares. This resulted in a Stock Power Transfer dated July 28, 2017 through which 1,272,695 shares of Common
Stock held of record by Leader and another entity controlled by Mr. Boughanmi, were transferred to Cabello Real FZE, a company
controlled by the Reporting Person, and in which the Reporting Person has the sole pecuniary interest (the “July 2017 Transaction”).
The Reporting Person did not pay Leader any consideration for the July 2017 Transaction although it had previously from time-to-time
advanced funds to Leader and/or Mr. Boughanmi. At the same time, Leader assigned the MIP Agreement to Cabello Ltd. This resulted
in Cabello Ltd. having the future rights to acquire 9,000,000 shares of Common Stock of the Issuer for $450,000 under the terms
of the MIP Agreement. The MIP Agreement failed to provide for the standard adjustment in the event of a combination or reverse
stock split. Thus, there was no adjustment caused by either reverse split referred to in the explanatory note. This gave Leader
an unfair advantage over the Company’s other shareholders. After the Company’s principal shareholder obtained control
of the MIP Agreement, the Company’s Chief Executive Officer began discussions to terminate the MIP Agreement. This culminated
in the Termination Agreement which was unanimously approved by the board of directors.
Item
4. Purpose of the Transaction.
The
purpose of the transactions discussed in “
Item 3 - Termination of MIP Agreement
” above was to eliminate the
risk of a greater dilution to the Issuer’s shareholders in case of an exercise by Cabello Ltd. Of its option to acquire
9,000,000 shares of Common Stock pursuant to the MIP Agreement. The purpose of the transactions discussed in “
Item 3
- Asset Purchase Agreement and MIP Agreement
” was to permit the Reporting Person to control the Company.
The
Reporting Person has no further plans which would relate to or result in:
a. The
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
b. An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
c. A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
d. Any
change in the present board of directors or management of the issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
e. Any
material change in the present capitalization or dividend policy of the Issuer;
f. Any
other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote
is required by section 13 of the Investment Company Act of 1940;
g. Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
h. Causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
i. A
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the
Act; or
j. Any
action similar to any of those enumerated above.
CUSIP
No.
42703T 207
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13D/A
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Page
5 of 6 Pages
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Item
5. Interest in Securities of the Issuer.
a. The
Reporting Person beneficially owns 6,022,695 shares of Common Stock, or approximately 69.6% of the outstanding shares of Common
Stock based on 8,650,059 shares of Common Stock issued and outstanding. In addition, the Reporting Person, through Cabello Ltd.,
owns non-voting preferred stock not convertible into Common Stock.
b. Except
as described in the footnotes to the table above, the Reporting Person has the sole power to vote or to direct the vote, sole
power to dispose or to direct the disposition of all shares owned by the Reporting Person.
c. The
Reporting Person did not engage in any transactions in the Common Stock during the past 60 days.
d. Not
Applicable.
e. Not
Applicable.
CUSIP
No.
42703T 207
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13D/A
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Page
6 of 6 Pages
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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:
June 26, 2018
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/s/
Johnathan William Terry
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Johnathan
William Terry
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