1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Rory
J. Cutaia
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(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 (See Instructions)
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OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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57,433,045
(1)
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8
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SHARED VOTING POWER
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Nil
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9
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SOLE DISPOSITIVE POWER
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57,433,045
(1)
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10
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SHARED DISPOSITIVE POWER
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Nil
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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57,433,045
shares of common stock
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.1%
(2)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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(1)
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Of
this number, 45,064,037 shares of Common Stock are held directly, 3,603,600 shares of Common Stock are held by Cutaia Media
Group Holdings, LLC (an entity over which Mr. Cutaia has dispositive and voting authority) and 810,092 shares of Common Stock
are held by his spouse (as to which shares, he disclaims beneficial ownership). Also includes 2,800,000 stock options held
directly and 600,000 stock options held by Mr. Cutaia’s spouse that are exercisable within 60 days of the date of filing
this amended Schedule 13D, but excludes 2,000,000 stock options held by Mr. Cutaia that are not exercisable within 60 days
of the date of filing this amended Schedule 13D. The total also includes 4,201,892 warrants granted to Mr. Cutaia as consideration
for extending the payment terms of his outstanding notes payable.
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(2)
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Percentage
of Common Stock is based on 182,717,228 shares of Common Stock issued and outstanding as of the date of filing this amended
Schedule 13D.
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Item
1. Security and Issuer
This
Statement relates to shares of Common Stock with $0.001 par value per share of nFüsz, Inc. (the “Issuer”). The
principal executive offices of the Issuer are located at 344 S. Hauser Blvd., Suite 414, Los Angeles, California 90036.
Item
2. Identity and Background
(a)
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Name:
Rory J. Cutaia (the “Reporting Person”).
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(b)
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Residence
or business address: 344 S. Hauser Blvd., Suite 414, Los Angeles, California 90036.
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(c)
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The
Reporting Person is the Chairman, President, Chief Executive Officer, Secretary, and Treasurer and a director of the Issuer.
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(d)
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The
Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(e)
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The
Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
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(f)
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The
Reporting Person is a citizen of the United States of America.
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Item
3. Source and Amount of Funds or Other Considerations
On
April 4, 2016, the Issuer executed a 12% secured convertible note (“Secured Note”) payable to the Reporting Person
in the amount of $291,270.77, which represents additional funds that the Reporting Person has advanced to the Issuer during the
period from December 2015 to March 31, 2016. The Secured Note bears interest at the rate of 12% per annum, compounded annually.
In consideration for the Reporting Person’s agreement to extend the repayment date to August 4, 2017, the Issuer granted
the Reporting Person the right to convert up to 30% of the amount of the Secured Note into shares of the Issuer’s Common
Stock at $0.07 per share and issued 2,080,505 share purchase warrants, exercisable at $0.07 per share until April 4, 2019.
Effective
April 4, 2016, the Issuer issued an unsecured convertible note (the “Unsecured Note”) payable to the Reporting Person
in the amount of $121,875.01, which represents the amount of the accrued but unpaid salary owed to the Reporting Person for the
period from December 2015 through March 2016. In consideration for the Reporting Person’s agreement to extend the payment
date to August 4, 2017, the Issuer granted the Reporting Person the right to convert the amount of the Unsecured Note into shares
of the Issuer’s Common Stock at $0.07 per share. The Unsecured Note bears interest at the rate of 12% per annum, compounded
annually.
Effective
May 12, 2016, the Issuer issued options to purchase up to 1,250,000 shares of the Issuer’s Common Stock at an exercise price
equal to $0.095 per share, representing the then-current closing price of the Issuer’s stock on the date of issuance, to
the Reporting Person, as additional compensation for services to be provided to the Issuer through 2017 and in consideration for
the deferment of agreed-to cash compensation.
On
May 4, 2017, the Reporting Person and the Issuer agreed to extend the maturity date of a convertible note previously issued in
favor of the Reporting Person. As of May 4, 2017, the aggregate outstanding principal amount of the note was $1,198,883. In consideration
for extending the maturity date of the note, the Issuer granted to the Reporting Person a warrant to purchase up to 1,755,192
shares of the Issuer’s Common Stock at an exercise price of $0.355 per share.
On
May 4, 2017, the Issuer entered into an extension agreement with the Reporting Person to extend the maturity date of a note previously
issued in favor of the Reporting Person from April 1, 2017 to August 1, 2018. All other terms of the note remain unchanged. In
connection with the extension, the Issuer granted to the Reporting Person a three-year warrant to purchase up to 1,755,192 shares
of the Issuer’s Common Stock at a price of $0.355 per share with a fair value of $517,291.
On
August 4, 2017, the Issuer entered into an extension agreement with the Reporting Person to extend the maturity date of a note
previously issued in favor of the Reporting Person from August 4, 2017, to December 4, 2018. All other terms of the note remain
unchanged. In connection with the extension, the Issuer granted to the Reporting Person a five-year warrant to purchase up to
1,329,157 shares of the Issuer’s Common Stock at a price of $0.15 per share with a fair value of $172,456.
On
August 4, 2017, the Reporting Person and the Issuer agreed to extend the maturity date of a convertible note previously issued
in favor of the Reporting Person from August 4, 2017 to December 4, 2018. As of August 4, 2017, the aggregate outstanding principal
amount of the note was $343,326. In consideration for extending the maturity date of the note, the Issuer granted to the Reporting
Person a warrant to purchase up to 1,329,157 shares of the Issuer’s Common Stock at an exercise price of $0.15 per share.
On
August 8, 2018, the Reporting Person and the Issuer agreed to extend the maturity date of a convertible note previously issued
in favor of the Reporting Person. As of May 8, 2018, the aggregate outstanding principal amount of the note was $1,198,883. In
consideration for extending the maturity date of the note, the Issuer granted to the Reporting Person a warrant to purchase up
to 2,446,700 shares of the Issuer’s Common Stock at an exercise price of $0.49 per share.
On
August 8, 2018, the Issuer entered into an extension agreement with the Reporting Person to extend the maturity date of a convertible
note previously issued in favor of the Reporting Person to February 8, 2021. All other terms of the note remain unchanged. In
connection with the extension, the Issuer granted to the Reporting Person a three-year warrant to purchase up to 2,446,700 shares
of the Issuer’s Common Stock at a price of $.49 per share with a fair value of $1,074,602.
On
September 30, 2018, the Reporting Person converted the 30% of the principal balance of a convertible note previously issued in
favor of the Reporting Person that was convertible ($102,998) into 1,471,397 shares of the Issuer’s Common Stock at $0.07
per share.
On
September 30, 2018, the Reporting Person converted the entire balance of $121,875 of a note previously issued in favor of the
Reporting Person and extended by the Reporting Person into 1,741,071 shares of the Issuer’s Common Stock.
On
September 30, 2018, the Reporting Person converted the entire unpaid balance of $189,000 of a convertible note previously issued
in favor of the Reporting Person into 2,700,000 shares of the Issuer’s Common Stock at $0.07 per share.
On
September 30, 2018, the Reporting Person converted the principal balance that was convertible ($374,665) of a convertible note
previously issued in favor of the Reporting Person into 5,352,357 shares of the Issuer’s Common Stock at $0.07 per share.
On
December 4, 2018, the Issuer entered into an extension agreement with the Reporting Person to extend the maturity date of the
remaining balance of a partially convertible note previously issued in favor of the Reporting Person from December 4, 2018 to
June 4, 2021. All other terms of the note remain unchanged. In connection with the extension, the Issuer granted to the Reporting
Person a three-year warrant to purchase up to 353,424 shares of the Issuer’s Common Stock at a price of $0.34 per share
with a fair value of $111,112.
Item
4. Purpose of Transaction
The
Reporting Person acquired the securities of the Issuer for investment purposes, but may transfer or sell such securities as necessary
and in accordance with applicable securities laws.
As
of the date hereof, except as described above, the Reporting Person does not have any current plans or proposals which relate
to or would result in:
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the
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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●
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an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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●
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a
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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●
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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;
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●
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any
material change in the present capitalization or dividend policy of the Issuer;
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●
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any
other material change in the Issuer’s business or corporate structure;
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●
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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;
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●
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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;
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●
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a
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
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●
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any
action similar to any of those enumerated above.
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Item
5. Interest in Securities of the Issuer
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(a)
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The
aggregate number and percentage of common stock of the Issuer beneficially owned by the Reporting Person is 57,433,045 shares
of which 45,064,037 shares of Common Stock are held directly, 3,603,600 shares of Common Stock are held by Cutaia Media Group
Holdings, LLC (an entity over which Mr. Cutaia has dispositive and voting authority) and 810,092 shares of Common Stock held
by his spouse (as to which shares, he disclaims beneficial ownership). Also includes 2,800,000 stock options held directly
and 600,000 stock options held by Mr. Cutaia’s spouse that are exercisable within 60 days of the date of filing this
amended Schedule 13D, but excludes 2,000,000 stock options held by Mr. Cutaia that are not exercisable within 60 days of the
date of filing this amended Schedule 13D. The total also includes 4,201,892 warrants granted to Mr. Cutaia as consideration
for extending the payment terms of his outstanding notes payable.
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Rory
J. Cutaia exercises investment power over the shares of Common Stock held by Cutaia Media Group Holdings, LLC.
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(b)
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The
Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition of 57,433,045 shares
of Common Stock of the Issuer. See also Items 3 and 5(a).
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(c)
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The
response to Item 3 is responsive to this Item.
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(d)
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Not
applicable
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(e)
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Not
applicable
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except
as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between
the Reporting Person and any other person with respect to any securities of the Issuer.
Item
7. Material to Be Filed as Exhibits
10.1*
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12%
Secured Convertible Note issued to Rory J. Cutaia (incorporated by reference from the Issuer’s Current Report on Form
8-K, filed on April 11, 2016).
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10.3*
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Security
Agreement issued to Rory J. Cutaia in Connection with 12% Secured Convertible Note (incorporated by reference from the Issuer’s
Current Report on Form 8-K, filed on April 11, 2016).
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10.3*
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12%
Unsecured Convertible Note issued to Rory J. Cutatia (incorporated by reference from the Issuer’s Current Report on
Form 8-K, filed on April 11, 2016).
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10.4*
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Warrant
Certificate (incorporated by reference from the Issuer’s Current Report on Form 8-K, filed on April 11, 2016).
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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.
Dated:
January 16, 2019
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/s/
Rory J. Cutaia
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Signature
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Rory
J. Cutaia
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his
signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).