Amended Statement of Beneficial Ownership (sc 13d/a)
March 25 2019 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
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Wound Management Technologies, Inc.
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(Name of Issuer)
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Common Stock, $ .001 par value
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(Title of Class of Securities)
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98211X106
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(CUSIP Number)
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CGI Cellerate RX, LLC
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1375 Enclave Parkway
Houston, TX 77077
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512-320-8600
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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March 15, 2019
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(Date of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Sections 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 Section 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. 98211X106
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1
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NAME OF REPORTING PERSONS.
CGI Cellerate RX, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
x
*
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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)
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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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
0
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8
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SHARED VOTING POWER
244,322,339**
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
244,322,339**
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
244,322,339**
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51%***
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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This Schedule 13D
is filed by CGI Cellerate RX, LLC (“CGI”), Catalyst Rochal, LLC (“Catalyst”), Ronald T. Nixon
(“Mr. Nixon”), Brad Gurasich (“Mr. Gurasich and, together with CGI, Catalyst, and Mr. Nixon, the
“Reporting Persons”). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule
13D.
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**
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244,322,339
aggregate shares of common stock (the “Common Stock) of the Wound Management Technologies, Inc. (the “Issuer”)
consists of (i) a $1,500,000.00 Convertible Promissory Note (the “Note”) from the Issuer to CGI convertible into 16,959,339
shares of Common Stock at $0.09 per share as of December 31, 2018 and (ii) 227,363,000 Common Stock equivalent voting rights reflecting
1,136,815 shares of Series F Convertible Preferred Stock (“Convertible Preferred Stock”) owned of record by CGI that
are immediately convertible into 237,363,000 shares of Common Stock with equivalent voting rights. CGI is a wholly owned subsidiary
of Catalyst. Mr. Nixon and Mr. Gurasich are the managers of Catalyst. By virtue of these relationships, CGI, Catalyst, Mr. Nixon
and Mr. Gurasich may be deemed to share voting and dispositive control over the Common Stock issuable upon the conversion of the
Note. Catalyst, Mr. Nixon and Mr. Gurasich disclaim beneficial ownership of any Common Stock held or beneficially owned by CGI,
except to the extent of each of their pecuniary interests therein.
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***
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The
percentage is calculated based upon 480,965,524 outstanding shares of Common Stock, as reported on the Issuer’s Form 10-Q,
as filed with the Securities and Exchange Commission on November 14, 2018, as adjusted to reflect the conversion of the Convertible
Preferred Stock and Note.
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CUSIP No. 98211X106
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1
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NAME OF REPORTING PERSONS.
Catalyst Rochal, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
¨
(b)
x
*
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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)
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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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
0
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8
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SHARED VOTING POWER
244,322,339**
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
244,322,339**
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
244,322,339**
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51%***
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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This Schedule 13D
is filed by CGI Cellerate RX, LLC (“CGI”), Catalyst Rochal, LLC (“Catalyst”), Ronald T. Nixon
(“Mr. Nixon”), Brad Gurasich (“Mr. Gurasich and, together with CGI, Catalyst, and Mr. Nixon, the
“Reporting Persons”). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule
13D.
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**
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244,322,339
aggregate shares of common stock (the “Common Stock) of the Wound Management Technologies, Inc. (the “Issuer”)
consists of (i) a $1,500,000.00 Convertible Promissory Note (the “Note”) from the Issuer to CGI convertible into
16,959,339 shares of Common Stock at $0.09 per share as of December 31, 2018 and (ii) 227,363,000 Common Stock equivalent
voting rights reflecting 1,136,815 shares of Series F Convertible Preferred Stock (“Convertible Preferred Stock”)
owned of record by CGI that are immediately convertible into 237,363,000 shares of Common Stock with equivalent voting rights.
CGI is a wholly owned subsidiary of Catalyst. Mr. Nixon and Mr. Gurasich are the managers of Catalyst. By virtue of these
relationships, CGI, Catalyst, Mr. Nixon and Mr. Gurasich may be deemed to share voting and dispositive control over the Common
Stock issuable upon the conversion of the Note. Catalyst, Mr. Nixon and Mr. Gurasich disclaim beneficial ownership of any
Common Stock held or beneficially owned by CGI, except to the extent of each of their pecuniary interests therein.
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***
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The
percentage is calculated based upon 480,965,524 outstanding shares of Common Stock, as reported on the Issuer’s Form 10-Q,
as filed with the Securities and Exchange Commission on November 14, 2018, as adjusted to reflect the conversion of the Convertible
Preferred Stock and Note.
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CUSIP No. 98211X106
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1
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NAME OF REPORTING PERSONS.
Ron Nixon
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
x
*
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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)
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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
0
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8
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SHARED VOTING POWER
244,322,3399**
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
244,322,339**
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
244,322,339**
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51%***
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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This
Schedule 13D is filed by CGI Cellerate RX, LLC (“CGI”), Catalyst Rochal, LLC (“Catalyst”), Ronald T. Nixon (“Mr.
Nixon”), Brad Gurasich (“Mr. Gurasich and, together with CGI, Catalyst, and Mr. Nixon, the “Reporting Persons”).
The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.
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**
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244,322,339
aggregate shares of common stock (the “Common Stock) of the Wound Management Technologies, Inc. (the “Issuer”)
consists of (i) a $1,500,000.00 Convertible Promissory Note (the “Note”) from the Issuer to CGI convertible into 16,959,339
shares of Common Stock at $0.09 per share as of December 31, 2018 and (ii) 227,363,000 Common Stock equivalent voting rights reflecting
1,136,815 shares of Series F Convertible Preferred Stock (“Convertible Preferred Stock”) owned of record by CGI that
are immediately convertible into 237,363,000 shares of Common Stock with equivalent voting rights. CGI is a wholly owned subsidiary
of Catalyst. Mr. Nixon and Mr. Gurasich are the managers of Catalyst. By virtue of these relationships, CGI, Catalyst, Mr. Nixon
and Mr. Gurasich may be deemed to share voting and dispositive control over the Common Stock issuable upon the conversion of the
Note. Catalyst, Mr. Nixon and Mr. Gurasich disclaim beneficial ownership of any Common Stock held or beneficially owned by CGI,
except to the extent of each of their pecuniary interests therein.
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***
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The
percentage is calculated based upon 480,965,524 outstanding shares of Common Stock, as reported on the Issuer’s Form 10-Q,
as filed with the Securities and Exchange Commission on November 14, 2018, as adjusted to reflect the conversion of the Convertible
Preferred Stock and Note.
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CUSIP No. 98211X106
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1
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NAME OF REPORTING PERSONS.
Brad Gurasich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
x
*
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3
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SEC USE ONLY
|
|
4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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
0
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|
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8
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SHARED VOTING POWER
244,322,339**
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9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
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SHARED DISPOSITIVE POWER
244,322,339**
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
244,322,339**
|
|
12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51%***
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|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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This Schedule 13D
is filed by CGI Cellerate RX, LLC (“CGI”), Catalyst Rochal, LLC (“Catalyst”), Ronald T. Nixon
(“Mr. Nixon”), Brad Gurasich (“Mr. Gurasich and, together with CGI, Catalyst, and Mr. Nixon, the
“Reporting Persons”). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule
13D.
|
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**
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244,322,339
aggregate shares of common stock (the “Common Stock) of the Wound Management Technologies, Inc. (the “Issuer”)
consists of (i) a $1,500,000.00 Convertible Promissory Note (the “Note”) from the Issuer to CGI convertible into
16,959,339 shares of Common Stock at $0.09 per share as of December 31, 2018 and (ii) 227,363,000 Common Stock equivalent
voting rights reflecting 1,136,815 shares of Series F Convertible Preferred Stock (“Convertible Preferred Stock”)
owned of record by CGI that are immediately convertible into 237,363,000 shares of Common Stock with equivalent voting rights.
CGI is a wholly owned subsidiary of Catalyst. Mr. Nixon and Mr. Gurasich are the managers of Catalyst. By virtue of these
relationships, CGI, Catalyst, Mr. Nixon and Mr. Gurasich may be deemed to share voting and dispositive control over the Common
Stock issuable upon the conversion of the Note. Catalyst, Mr. Nixon and Mr. Gurasich disclaim beneficial ownership of any
Common Stock held or beneficially owned by CGI, except to the extent of each of their pecuniary interests therein.
|
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***
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The
percentage is calculated based upon 480,965,524 outstanding shares of Common Stock, as reported on the Issuer’s Form 10-Q,
as filed with the Securities and Exchange Commission on November 14, 2018, as adjusted to reflect the conversion of the Convertible
Preferred Stock and Note.
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This Amendment No. 1
to the Statement on Schedule 13D (this “Amendment No. 1”) is being filed with respect to the common stock, par
value $0.001 per share (the “Common Stock”), of Wound Management Technologies, Inc., a Texas corporation (the “Company”),
to amend and supplement the Statement on Schedule 13D filed by
CGI Cellerate RX, LLC (“CGI”), Catalyst Rochal,
LLC (“Catalyst”), Ronald T. Nixon (“Mr. Nixon”), Brad Gurasich (“Mr. Gurasich and, together with CGI, Catalyst,
and Mr. Nixon, the “Reporting Persons”)
on February 1, 2019 (the “Original
Schedule 13D”), All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such
terms in the Original Schedule 13D. Except as set forth below, all previous Items are unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented with the information set
forth in Item 4 hereof and such information is incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 is hereby amended to read as follows:
On March 15, 2019 the
Issuer entered into a Share Exchange Agreement with CGI pursuant to which the Issuer acquired the remaining 50% interest in Cellerate,
LLC not owned by the Issuer in exchange for the issuance of 1,136,815 shares of the Issuer’s newly created Series F Convertible
Preferred Stock. As of the effective date of the transaction, the issuer owns 100% of Cellerate, LLC.
Each share of Series
F Convertible Preferred Stock may be converted at the option of the holder, at any time, into 200 shares of Common Stock. Additionally,
each holder of Series F Convertible Preferred Stock is entitled to vote on all matters submitted for a vote of the Issuer's shareholders
with votes equal to the number of shares of Common Stock into which such holder's Series F shares could then be converted. The
Series F Convertible Preferred Stock is senior to the Common Stock as to the payment of dividends (if any) and the distribution
of assets. Upon liquidation of the Issuer, holders of Series F Convertible Preferred Stock are entitled to a liquidation preference
of $5 per share.
Following the
closing of the transaction, Mr. Ron Nixon was elected to the Issuer’s Board of Directors. The Reporting Persons have no
intention to exert control over the Issuer at this time.
Item 7. Material to be Filed as Exhibits
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Exhibit Number
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Description of Exhibits
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2.1
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Share Exchange Agreement by and between Wound Management Technologies, Inc. and CGI Cellerate RX, LLC dated as of March 15, 2019 (incorporated by reference to Exhibit 2.1 of the Issuer’s Form 8-K, filed with the SEC on March 21, 2019).
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10.5
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Convertible Promissory
Note to CGI Cellerate RX, LLC (incorporated by reference to Exhibit 10.5 of the Issuer’s Form 10-Q, filed with the SEC on
November 14, 2018).
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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: March 22, 2019
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CGI CELLERATE RX, LLC
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By:
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/s/
Ronald T. Nixon
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Ronald T. Nixon
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By:
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/s/ Brad Gurasich
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Brad Gurasich
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CATALYST ROCHAL, LLC
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By:
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/s/ Ronald T. Nixon
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Ronald T. Nixon
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By:
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/s/ Brad Gurasich
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Brad Gurasich
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/s/ Brad Gurasich
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Brad Gurasich
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/s/
Ronald T. Nixon
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Ronald T.
Nixon
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