UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment
No. 1)*
NATUR
INTERNATIONAL CORP. (FORMERLY FUTURE HEALTHCARE OF AMERICA)
(Name of Issuer)
Common Stock, $0.001 par value per
share
(Title of Class of
Securities)
36117F100
(CUSIP Number)
Tommaso Mingazzini, Ph.D.
GFG Monaco SAM
74 Boulevard d’Italie, 98000 Monaco
+377 97 972 737
With a copy to:
Joseph Walsh, Esq.
Troutman Sanders LLP
875 Third Ave.
New York, New York 10022
(212) 704-6000
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
March 7, 2019
(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
§§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 Rule 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).
1
|
NAMES OF REPORTING PERSONS
Efficiency Investment Fund 6th
Wave SP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
111,199,612
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
111,199,612
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,199,612
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5% (1)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS
OO
|
(1) Based on 322,230,038 shares of Common Stock outstanding as
of November 14, 2019.
1
|
NAMES OF REPORTING PERSONS
GFG Monaco SAM
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Monaco
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
111,199,612
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
111,199,612
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,199,612
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5% (1)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS
OO
|
(1) Based on 322,230,038 shares of Common Stock outstanding as
of November 14, 2019.
1
|
NAMES OF REPORTING PERSONS
GFG Groupe Holding S.A. (Luxembourg)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
111,199,612
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
111,199,612
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,199,612
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5% (1)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS
OO
|
(1) Based on 322,230,038 shares of Common Stock outstanding as
of November 14, 2019.
1
|
NAMES OF REPORTING PERSONS
Stefano Zavaglia
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
111,199,612
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
111,199,612
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,199,612
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
◻
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5% (1)
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS
IN
|
(1) Based on 322,230,038 shares of Common Stock outstanding as
of November 14, 2019.
ITEM
1. SECURITY AND ISSUER
This
filing is Amendment No. 1 to the Statement on Schedule 13D filed on
behalf of Efficiency Investment Fund SP – 6th
Wave (“Efficiency Investment Fund”), a Cayman Islands limited
company; GFG Monaco SAM (“GFG Monaco”), a société anonyme incorporated in
Monaco; (iii) GFG Groupe Holding S.A. (Luxembourg) (“GFG Groupe”),
a société anonyme incorporated in Luxembourg; and (iv) Stefano
Zavaglia (“Mr. Zavaglia”), an Italian citizen, with respect to
shares common stock, par value $0.001 per share (the “Common
Stock”), of Natur International Corp. (formerly Future Healthcare
of America), a Wyoming corporation (the “Issuer”). The
principal executive office of the Issuer is located at
Jachthavenweg 124, 1081 KJ Amsterdam, The Netherlands.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
Item 3
of the Schedule 13D is hereby amended by the addition of the
following:
“On
June 26, 2019, the Series B Preferred Stock automatically converted
into 24,280,000 shares of Common Stock upon the filing by the
Issuer of a Certificate of Amendment to its Certificate of
Incorporation increasing the number of authorized shares of Common
Stock from 200,000,000 to 750,000,000.
Natur
Holding BV (“Subsidiary”), a wholly-owned subsidiary of the Issuer,
had an aggregate working capital debt amount of $11,846,208
(including accrued interest) (the “Debt”) due to Efficiency
Investment Fund. On March 7, 2019,
the Issuer, the Subsidiary and Efficiency Investment Fund
entered
into a Debt Conversion and Extinguishment Agreement (the
“Conversion Agreement”), pursuant to which Efficiency
Investment Fund agreed to convert
approximately $8,846,208 of the Debt into 78,832,399 shares (the
“Debt Repayment Shares”) of a newly created convertible Series C
Preferred Stock of the Issuer (the “Series C Stock”). On June
26, 2019, the Series C Stock automatically converted into
78,832,399 shares of Common Stock upon the filing by the
Issuer of a Certificate of Amendment to its Certificate of
Incorporation increasing the number of authorized shares of Common
Stock from 200,000,000 to 750,000,000
If at any
time prior to December 31, 2022, the Issuer issues any shares of
Common Stock or securities convertible or exchangeable into Common
Stock, other than pursuant to certain exceptions as set forth in
the Conversion Agreement, the Company will issue additional shares
to Efficiency Investment Fund so that the Debt
Repayment Shares represent 15% of the issued and outstanding shares
of the Issuer.
Efficiency Investment Fund was subject to a six
month lock up on the Common Stock (which expired on September 7,
2019), and the Common Stock does not have any registration
rights.”
ITEM 4. PURPOSE OF TRANSACTION
Item 4
of the Schedule 13D is hereby amended and restated in its entirety
to read as follows:
“The responses to Items 3,
5 and 6 of this Schedule 13D are incorporated herein by
reference.
The
Reporting Persons (i) acquired the shares of Common Stock subject
to this Schedule 13D for investment purposes, in the ordinary
course of business, (ii) do not presently intend to effect, change
or influence the control or management of the Issuer, and (iii)
have no agreement with any third party to act together for the
purpose of acquiring, holding, voting or disposing of equity
securities of the Issuer.
As
part of the Reporting Persons’ continuing evaluation of, and
preservation of the value of the Efficiency Investment Fund’s
investment in the Common Stock of the Issuer, the Reporting Persons
may from time to time (i) engage in discussions with certain
persons, including, without limitation, management or
representatives, the Issuer’s board of directors, other
shareholders of the Issuer and other relevant parties, concerning
matters with respect to the investment in the Common Stock,
including, without limitation, the business, operations,
governance, management, strategy and future plans of the Issuer and
(ii) write letters to, and respond to inquiries from, various
parties including, without limitation, the Issuer’s board of
directors, management or representatives, other shareholders and
other persons or entities regarding the Issuer’s affairs. From time
to time, the Reporting Persons intend to review the performance of
their investments and consider or explore a variety of
alternatives, including, without limitation: (a) the
acquisition 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) a change in the present
Board of Directors or management of the Issuer; (e) a 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; (g) changes in the Issuer’s charter,
bylaws, or instruments corresponding thereto, or other actions that
may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a
class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (j) any
action similar to any of those enumerated above. Any alternatives
that the Reporting Persons may pursue will depend upon a variety of
factors, including, without limitation, current and anticipated
future trading prices for the Common Stock; the financial
condition, results of operations, and prospects of the Issuer;
general economic, financial market, and industry conditions; and
the investment objectives of the Reporting Persons. Except as set
forth above, the Reporting Persons have no present plans or
proposals with respect to any of the matters set forth in
paragraphs (a) through (j) of Item 4 of
Schedule 13D.”
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
“The responses to Items 3,
4 and 6 of this Schedule 13D are incorporated herein by
reference.
(a)-(b) The aggregate number of shares of Common Stock
beneficially owned by the Reporting Persons is
111,199,612.
GFG
Monaco, GFG Groupe and Mr. Zavaglia own directly no shares of
Common Stock. Pursuant to an investment management
agreement, GFG Monaco maintains investment and voting power with
respect to the securities held by certain investment funds it
manages. GFG Groupe controls GFG Monaco. Mr. Zavaglia
controls GFG Groupe. By reason of the provisions of Rule 13d-3 of
the Act, as amended, each of GFG Monaco, GFG Groupe and Mr.
Zavaglia may be deemed to beneficially own of 111,199,612 shares of
Common Stock (constituting approximately 34.5% of the shares of
Common Stock outstanding).
None
of the Reporting Persons has sole power to vote or direct the vote
or sole power to dispose or direct the disposition of shares of
Common Stock.
(i)
Efficiency Investment Fund has shared power to vote or direct the
vote and shared power to dispose or direct the disposition of the
111,199,612 shares of Common Stock, constituting 34.5% of the
shares of common stock outstanding;
(ii) GFG
Monaco has shared power to vote or direct the vote and shared power
to dispose or direct the disposition of the 111,199,612 shares of
Common Stock, constituting 34.5% of the shares of common stock
outstanding;
(iv) GFG
Groupe has shared power to vote or direct the vote and shared power
to dispose or direct the disposition of the 111,199,612 shares of
Common Stock, constituting 34.5% of the shares of common stock
outstanding; and
(iii) Mr.
Zavaglia has shared power to vote or direct the vote and shared
power to dispose or direct the disposition of the 111,199,612
shares of Common Stock, constituting 34.5% of the shares of common
stock outstanding.
The percentages
used herein are based upon 322,230,038 shares of Common Stock
reported to be outstanding, as of November 14, 2019, on the
Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2019, filed with the Securities and Exchange
Commission on November 15, 2019.
(c) None of the Reporting Persons, or, to the best
knowledge of the Reporting Persons, none of the Directors or any
other person named in Item 2, has engaged in transactions in the
shares of Common Stock during the past 60 days.
(d) No person other than the Reporting Persons is
known by the Reporting Persons to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of Common Stock.
ITEM 7. |
MATERIAL TO BE FILED AS
EXHIBITS
|
Item 5
of the Schedule 13D is hereby amended and restated in its entirety
to read as follows
“Exhibit A – Joint Filing Agreement dated February 7, 2019, by
and among the Reporting Persons (incorporated by reference to
Exhibit A to the Statement on Schedule 13D filed by the Reporting
Persons with the Securities and Exchange Commission on February 7,
2019).
Exhibit
B. – Powers of Attorney of the Reporting Persons (incorporated by
reference to Exhibit B to the Statement on Schedule 13D filed by
the Reporting Persons with the Securities and Exchange Commission
on February 7, 2019).
Exhibit
C – Share Exchange Agreement, dated as of September 21, 2018, is by
and among Natur International Corp. (formerly Future Healthcare of
America), Natur Holding B.V., and the several shareholders of Natur
identified on Annex A thereto (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K of Natur International Corp.
filed with the Securities and Exchange Commission on April 10,
2019).
Exhibit
D – Debt Conversion and Extinguishment Agreement, dated as of March
7, 2019, by and among Efficiency Investment Fund – 6th Wave SP,
Natur Holding B.V. and Natur International Corp. (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of
Natur International Corp. filed with the Securities and Exchange
Commission on April 10, 2019).
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:
February 20, 2020
EFFICIENCY INVESTMENT FUND –
6TH
WAVE SP
By: /s/ Tommaso
Mingazzini
Name: Tommaso Mingazzini
Title:
Authorized Person
By: /s/ Simona
Ingignoli
Name: Simona Ingignoli
Title:
Authorized Person
GFG MONACO
SAM
By: /s/ Stefano
Zavaglia
Name: Stefano
Zavaglia
Title: Authorized Person
GFG GROUPE
HOLDING S.A. (LUXEMBOURG)
By: /s/ Stefano
Zavaglia
Name: Stefano
Zavaglia
Title: Authorized Person
STEFANO ZAVAGLIA
By: /s/ Stefano
Zavaglia
Name: Stefano Zavaglia
Title: Authorized Person