Amended Statement of Ownership (sc 13g/a)
November 16 2018 - 2:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 1)
Under
the Securities Exchange Act of 1934
Reign
Sapphire Corporation
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
75932R105
(CUSIP
Number)
November
6, 2018
(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)
[X]
Rule 13d-1(c)
[ ] Rule 13d-1(d)
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. 75932R105
|
Schedule 13G/A
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Page
2
of 6
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1.
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NAMES
OF REPORTING PERSONS
|
|
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Crossover
Capital Fund I, LLC (1)
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
(a)
[X]
|
|
|
(b)
[ ]
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
|
|
|
|
WA
|
|
5.
|
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SOLE
VOTING POWER
|
|
|
|
|
|
|
|
3,166,666
shares of common stock
|
NUMBER
OF
|
6.
|
|
SHARED
VOTING POWER
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
|
0
|
OWNED
BY
|
7.
|
|
SOLE
DISPOSITIVE POWER
|
EACH
|
|
|
|
REPORTING
|
|
|
3,166,666
shares of common stock
|
PERSON
WITH
|
8.
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,166,666
shares of common stock
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
|
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
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4.47%
(2)
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
|
|
|
|
|
|
OO
|
|
(1)
|
Crossover
Capital Management, LLC (“Capital Management”) manages investments of Crossover Capital Fund I (“Crossover
I”).
|
|
(2)
|
Based
on approximately 70,772,408 outstanding shares of common stock as of November 6, 2018. Together, Crossover I and Crossover
Capital Fund II (“Crossover II”), which is also managed by Capital Management, beneficially own 8.95% of the issuer’s
outstanding common stock.
|
CUSIP No. 75932R105
|
Schedule 13G/A
|
Page
3
of 6
|
1.
|
|
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Crossover
Capital Fund II, LLC (1)
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
|
(a)
[X]
|
|
|
(b)
[ ]
|
3.
|
|
SEC
USE ONLY
|
|
|
|
4.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
WA
|
|
5.
|
|
SOLE
VOTING POWER
|
|
|
|
|
|
|
|
3,166,666
shares of common stock
|
NUMBER
OF
|
6.
|
|
SHARED
VOTING POWER
|
SHARES
|
|
|
|
BENEFICIALLY
|
|
|
0
|
OWNED
BY
|
7.
|
|
SOLE
DISPOSITIVE POWER
|
EACH
|
|
|
|
REPORTING
|
|
|
3,166,666
shares of common stock
|
PERSON
WITH
|
8.
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
9.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,166,666
shares of common stock
|
10.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
|
|
|
|
11.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
4.47%
(2)
|
12.
|
|
TYPE
OF REPORTING PERSON (see instructions)
|
|
|
|
|
|
OO
|
|
(1)
|
Capital
Management manages investments of Crossover II.
|
|
(2)
|
Based
on approximately 70,772,408 outstanding shares of common stock as of November 6, 2018. Together, Crossover I, which is also
managed by Capital Management, and Crossover II beneficially own 8.95% of the issuer’s outstanding common stock.
|
CUSIP No. 75932R105
|
Schedule 13G/A
|
Page
4
of 6
|
Item
1.
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(a)
|
Name of Issuer
|
|
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Reign Sapphire Corporation
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|
|
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(b)
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Address of Issuer’s
Principal Executive Offices
|
|
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9465
Wilshire Boulevard
Beverly
Hills, CA 90212
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Item
2.
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(a)
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Name of Person Filing
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(i) Crossover Capital
Fund I LLC (“Crossover I”)
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|
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(ii) Crossover Capital
Fund II LLC (“Crossover II”)
|
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|
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(b)
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Address of the Principal
Office or, if none, residence
|
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(i)
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With
respect to Crossover I:
365
Ericksen Avenue, #315
Bainsbridge
Island, WA 98110
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(ii)
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With
respect to Crossover II:
365
Ericksen Avenue, #315
Bainsbridge
Island, WA 98110
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(c)
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Citizenship
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(i) With respect
to Crossover I: WA
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(ii) With respect
to Crossover II: WA
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(d)
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Title of Class of
Securities
|
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Common Stock
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(e)
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CUSIP Number
|
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|
75932R105
|
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
|
[ ]
|
Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
|
|
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|
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(b)
|
[ ]
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Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
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(c)
|
[ ]
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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CUSIP No. 75932R105
|
Schedule 13G/A
|
Page
5
of 6
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(e)
|
[ ]
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An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
|
[ ]
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
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(g)
|
[ ]
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A parent holding
company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
|
[ ]
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
|
[ ]
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A church plan that
is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j)
|
[ ]
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A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
|
[ ]
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Group, in accordance
with §240.13d-1(b)(1)(ii)(K.).
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
(a)
|
|
Amount beneficially
owned: 6,333,332 shares of common stock (1)
|
|
|
|
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(b)
|
|
Percent of class:
8.95% (2)
|
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(c)
|
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Number of shares
as to which the person has:
|
|
|
(i)
|
Sole power to vote
or to direct the vote: 6,333,332 shares of common stock (1)
|
|
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(ii)
|
Shared power to
vote or to direct the vote: 0
|
|
|
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(iii)
|
Sole power to dispose
or to direct the disposition of 6,333,332 shares of common stock (1)
|
|
|
|
|
|
|
(iv)
|
Shared power to
dispose or to direct the disposition of : 0
|
(1)
Represents 3,166,666 shares of common stock owned by Crossover I and 3,166,666 shares of common stock owned by Crossover II. The
investments of each of Crossover I and Crossover II are managed by Capital Management.
(2)
Based on approximately 70,772,408 outstanding shares of common stock as of November 6, 2018.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
CUSIP No. 75932R105
|
Schedule 13G/A
|
Page
6
of 6
|
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
See
Exhibit A attached hereto.
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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.
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.
Dated: November
16, 2018
|
CROSSOVER
CAPITAL FUND I LLC
|
|
|
|
By:
|
/s/
Kenneth Lustig
|
|
Name:
|
Kenneth Lustig
|
|
Title:
|
Manager
|
|
|
|
CROSSOVER
CAPITAL FUND I LLC
|
|
|
|
By:
|
/s/
Kenneth Lustig
|
|
Name:
|
Kenneth Lustig
|
|
Title:
|
Manager
|
EXHIBIT
A
to
Schedule
13G/A
The
group members are as follows:
Crossover
Capital Fund I LLC
Crossover
Capital Fund II LLC