UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
LIVE CURRENT MEDIA
INC.
(Name of
Issuer)
Common Stock, $0.001 par
value
(Title of
Securities)
20343G 10
8
(CUSIP
Number)
Mr. C.
Geoffrey Hampson
c/o Live
Current Media Inc.
375 Water
Street, Suite 645
Vancouver,
British Columbia, Canada V6B 5C6
(604)-453-4870
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
November 19,
2009
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [ ]
*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. 20343G 10 8
|
1. Names
of Reporting Persons
IRS
Identification Nos. of Above Persons (Entities Only)
C.
Geoffrey Hampson
|
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
xx
|
3. SEC
Use Only
|
4. Source
of Funds (See
Instructions) PF
|
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
|
6. Citizenship
or Place of
Organization Canada
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
7. Sole
Voting Power 2,783,347*
8. Shared
Voting Power Not
Applicable
|
9. Sole
Dispositive
Power 2,783,347*
|
10. Shared
Dispositive Power Not
Applicable
|
11. Aggregate
Amount Beneficially Owned by Each Reporting
Person 2,783,347*
|
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
13. Percent
of Class Represented by Amount in Row
(11) 11%*
|
14. Type
of Reporting Person (See
Instructions) IN
|
*This
amount includes the following: 1,599,250 shares of Common Stock, of which
1,000,000 shares of Common Stock are owned by Hampson Equities Ltd., an entity
controlled by the Reporting Person; options to purchase 750,000 shares of Common
Stock; warrants to purchase 195,000 shares of Common Stock; and approximately
239,097 shares of Common Stock that will be issued to the Reporting Person in
accordance with an amendment to his Employment Agreement that was signed on
November 10, 2009. This information has been computed in accordance
with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended.
Item
1. Security
and Issuer
292,250 shares of Common Stock, $0.001
par value (the “Shares”), of Live Current Media Inc. (the
“Issuer”). The Issuer’s address is 375 Water Street, Suite 645,
Vancouver, British Columbia, Canada V6B 5C6.
Item
2. Identity
and Background
(a) This
statement is filed by C. Geoffrey Hampson (the “Reporting Person”).
(b) The
Reporting Person’s address is 375 Water Street, Suite 645, Vancouver, British
Columbia, Canada V6B 5C6.
(c) The
Reporting Person is the chief executive officer, principal financial officer and
a director of the Issuer.
(d) During
the last five years, the Reporting Person has not been convicted in a criminal
proceeding.
(e) During
the last five years, the Reporting Person has not 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.
(f) The
Reporting Person is a citizen of Canada.
Item
3. Source
and Amount of Funds or Other Consideration
The Shares were purchased between
November 16, 2009 and November 23, 2009 with the Reporting Person’s
funds. The Shares were purchased at prices ranging from $0.1465 per
share to $0.16 per share. The purchase price for the Shares totaled
$45,778.00.
Item
4. Purpose
of Transaction
The
Reporting Person acquired the Shares as a personal
investment. Depending on market conditions and other factors, the
Reporting Person may acquire additional securities of the Issuer as he deems
appropriate, whether in open market purchases, privately negotiated
transactions, private placements with the Issuer or otherwise. The
Reporting Person also reserves the right to dispose of some or all of his shares
in the open market, in privately negotiated transactions with third parties or
otherwise.
In acquiring the Common Stock, the
Reporting Person did not have any plan or proposal
(i)
that would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer;
(ii)
that would result in the sale or transfer of a material amount
of assets of the Issuer;
(iii) that
would change 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;
(iv) that
would result in any material change in the present capitalization or dividend
policy of the Issuer;
(v) that
would result in any other material change in the Issuer’s business or corporate
structure;
(vi) that
would result in any change in the Issuer’s charter, bylaws or instruments
corresponding thereto in order to impede the acquisition of control of the
Issuer;
(vii) that
would cause 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;
(viii) that
would cause a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(ix) that
would result in any action similar to those enumerated above.
Item
5. Interest
in Securities of the Issuer
As computed using Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended, the Reporting
Person beneficially owns a total of 2,783,347 shares, or approximately 11%, of
the Issuer’s Common Stock. The Reporting Person has sole voting and
dispositive power over these securities. The Reporting Person’s
securities include 1,599,250 shares of Common Stock, 750,000 shares of Common
Stock that he may acquire through the exercise of an option, 195,000 shares of
Common Stock that he may acquire through the exercise of warrants and
approximately 239,097 shares of Common Stock that will be issued to the
Reporting Person as part of his compensation for services rendered to the
Issuer. (For additional information regarding the shares of Common
Stock to be issued for compensation, please see Item 6 of this
report.) The 1,599,250 shares of Common Stock owned by the Reporting
Person includes 1,000,000 shares of Common Stock owned by Hampson Equities Ltd.,
an entity wholly owned and controlled by the Reporting Person.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
The Reporting Person has an option to
purchase 1,000,000 shares of the Issuer’s Common Stock, of which the right to
purchase 750,000 shares has vested or will vest within 60 days. The
option was granted on September 11, 2007 and has a term of 5
years. The exercise price is $2.50 per share. The
Reporting Person also has 2 warrants, each of which was granted on November 19,
2008, to purchase a total of 195,000 shares of the Issuer’s Common
Stock. The Reporting Person has the right to purchase 97,500 shares
at a price of $0.78 per share and the right to purchase 97,500 shares at a price
of $0.91 per share. The warrants will expire on November 19,
2011. In conjunction with an amendment to his employment agreement
that was signed on November 10, 2009, the Reporting Person will receive
approximately 239,097 shares of the Issuer’s Common Stock as payment for a
portion of his salary that was deferred during the period beginning on February
1, 2009 and ending on September 30, 2009 in the amount of CDN$80,000, less any
amounts that are required by law to be withheld. The number of shares
of Common Stock to be issued is computed using the closing price of the Common
Stock on December 1, 2009, which was $0.184 per share. (The number of
shares of Common Stock issued in payment of the Reporting Person’s compensation
may vary slightly, depending on the exchange rate on the date that the Common
Stock is issued. For purposes of this report, the exchange rate on
December 1, 2009, which was $0.9586, was used.)
Item
7. Material
to Be Filed as Exhibits
None.
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.
December
3, 2009
|
/s/ C. Geoffrey Hampson
|
|
C.
Geoffrey Hampson
|
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