SCHEDULE
13D
CUSIP
No.
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8361199107
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Page
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2
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of
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9
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Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WealthColony
SPV II, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(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)
WC
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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)
N/A
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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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
67,255,934
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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
67,255,934
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,255,934
(1)
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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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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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(1)
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Does
not include 23,745,600 shares of Common Stock which may be acquired by exercising a warrant to purchase 2,374,560 shares of
Series B Convertible Preferred Stock and converting the Series B Convertible Preferred Stock into Common Stock.
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SCHEDULE
13D
CUSIP
No.
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8361199107
|
|
|
Page
|
3
|
of
|
9
|
Pages
|
1
|
NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WealthColony
Management Group, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b) [X]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
AF
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
[ ]
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
|
SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
67,255,934
|
9
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SOLE
DISPOSITIVE POWER
0
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10
|
SHARED
DISPOSITIVE POWER
67,255,934
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,255,934
(1)
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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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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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(1)
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Does
not include 23,745,600 shares of Common Stock subject to issuances upon the exercise of a warrant to purchase 2,374,560 shares
of Series B Convertible Preferred Stock and the conversion of such shares the Series B Convertible Preferred Stock into Common
Stock.
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SCHEDULE
13D
CUSIP
No.
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8361199107
|
|
|
Page
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4
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of
|
9
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Pages
|
1
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NAMES
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Jeffrey
Freedman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b) [X]
|
3
|
SEC
USE ONLY
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4
|
SOURCE
OF FUNDS (See Instructions)
AF,
PF
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
|
[ ]
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey
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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
547,000
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8
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SHARED
VOTING POWER
69,525,934
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9
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SOLE
DISPOSITIVE POWER
547,000
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10
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SHARED
DISPOSITIVE POWER
69,525,934
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,072,934
(1)
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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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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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(1)
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Does
not include 23,745,600 shares of Common Stock which may be acquired by exercising a warrant to purchase 2,374,560 shares of
Series B Convertible Preferred Stock and converting the Series B Convertible Preferred Stock into Common Stock.
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Item
1.
Security and Issuer Identity and Background
This
Amendment No. 4 to that certain Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission
on July 5, 2016, as amended by Amendment No. 1 thereto dated May 26, 2017, Amendment No. 2 thereto dated June 2, 2017 and Amendment
No. 3 thereto dated January 7, 2017 relates to the common stock, $.001 par value per share (the “Common Stock”), of
Soupman, Inc. (the “Issuer”).
The
principal executive offices of the Issuer are located at 1110 South Avenue, Suite 100, Staten Island, New York 10314.
This
Amendment No. 4 is being filed to disclose the recent activities set forth in Item 4 (Purpose of Transaction).
Item
2.
Identity and Background
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(a)
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This Schedule 13D
is filed by WealthColony SPV II, L.P. (the “Limited Partnership”), WealthColony Management Group, LLC and Jeffrey
Freedman (collectively, the “Reporting Persons”).
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(b)
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The principal business
address of each of the Reporting Persons is as follows:
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Name
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Principal
Business Address
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WealthColony
SPV II, L.P.
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745
Hope Road
Eatontown,
New Jersey 07724
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WealthColony
Management Group, LLC
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745
Hope Road
Eatontown,
New Jersey 07724
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Jeffrey
Freedman
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745
Hope Road
Eatontown,
New Jersey 07724
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(c)
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The
principal business of each of the Reporting Persons is as follows:
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Name
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Principal
Business
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WealthColony
SPV II, L.P.
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Sole
business is to invest in securities of the Issuer
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WealthColony
Management Group, LLC
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Manager
of limited partnerships.
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Jeffrey
Freedman
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Manager
of WealthColony Management Group, LLC
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(d)
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During
the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(e)
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During
the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, and as a result of which was 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 violations
with respect to such laws.
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(f)
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The
individual Reporting Person is a citizen of the United States of America. Each of WealthColony SPV II, L.P. and WealthColony
Management Group, LLC was formed under Delaware law.
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Item
3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Funds
for the purchase of the securities reported herein were derived from the available working capital of the Limited Partnership
and the personal funds of Jeffrey Freedman.
Item
4.
PURPOSE OF TRANSACTION
This Item
4 is being amended to add the following:
On
June 9, 2017, WealthColony Management Group, LLC, in its capacity as general partner of the Limited Partnership, delivered a letter
to Jamieson Karson, Chief Executive Officer of the Company, which advised that based upon its review of the Company’s public
filings and input received from individuals formerly associated with the Company, WealthColony Management Group, LLC has additional
concerns regarding the Company, including:
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i)
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The use of the proceeds
received by the Company from the $3,062,890 note offering, the $240,000 offering of Series B Preferred Stock and $709,800
received from the exercise of Series B Preferred Stock Warrants during the fiscal year ended August 31, 2016 and the $648,558
raised in a series of offerings in fiscal 2017 (the “Offerings”);
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ii)
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The de minimis levels
of cash and inventory reflected on the Company’s balance sheet despite the fact that the Company borrowed in excess
of $3,711,448 within 10 months;
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iii)
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The issuance of
the Company’s capital stock to non-employees for compensatory purposes in recent years; and
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iv)
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The role that convicted
felon Sebastian Rametta has played in the Company’s management in recent years.
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With
regard to the Offerings and increased indebtedness, WealthColony Management Group, LLC advised that it is concerned that the proceeds
of the Offerings may not have been used for proper corporate purposes and wants a better understanding of the rationale behind
the substantial increase in indebtedness and whether this increase motivated the resignation of Board members. With regard to
Mr. Rametta, WealthColony Management Group, LLC advised that based upon information it has received, it is concerned that Mr.
Rametta, by reason of his participation in Board of Director meetings, his role in formulating and overseeing corporate policy
and his influence on current management, is a de facto officer and director of the Company which jeopardizes the Company’s
ability to raise capital in certain circumstances in a lawful fashion. WealthColony Management Group, LLC also advised that it
is concerned that shareholders of the Company have been improperly diluted by reason of the Board’s inappropriate issuance
of shares.
In
order to investigate whether the Board has properly discharged its duties,
WealthColony
Management Group, LLC
supplemented the inspection request made by its letter dated June 6, 2017
to include a request to inspect additional documents, including, among other things, the Company’s general ledger, bank
records, Board of Director minutes, stock transfer records and certain other agreements and documents.
The
foregoing description of the June 9, 2017 letter is a summary, is not complete and is qualified in its entirety by reference to
the full text of the June 9, 2017 letter, a copy of which is attached to this Schedule 13D as Exhibit 7.
The
Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, purchasing additional Common Stock or selling some or all of their Common Stock or other securities
and, alone or with others, pursuing discussions with the management, the Board of Directors, other shareholders of the Issuer
and third parties with regard to their investments in the Issuer, and/or otherwise changing their intention with respect to any
and all matters referred to in this Item 4 of Schedule 13D.
Item
5.
INTEREST IN SECURITIES OF THE ISSUER
(a)
WealthColony Management Group, LLC and Jeffrey Freedman may be deemed the beneficial owners of up to 70,072,934 shares of Common
Stock representing approximately 24.3% of the outstanding shares of the Issuer’s Common Stock. This does not include
shares issuable upon the conversion of Series B Convertible Preferred Stock which are issuable upon exercise of the Warrant.
The
aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 288,845,379 shares of
Common Stock outstanding as of May 4, 2017, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period
ended February 28, 2017.
(b)
By virtue of their control of the Limited Partnership, WealthColony Management Group, LLC and Jeffrey Freedman share the power
to (i) vote or direct the voting and (ii) dispose or direct the disposition of all of the securities of the Issuer held by the
Limited Partnership.
(c)
Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effected any transactions in the
Common Stock in the past 60 days.
(d)
No person (other than the Reporting Persons) is known 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 beneficially owned by the Reporting Persons.
(e)
Not applicable.
Item
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Other
than the agreements described in Exhibits 1-3 hereto, as of the date hereof, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect
to any securities of the Issuer.
Item
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
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Description
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1
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Warrant Agreement,
dated December 26, 2014, between the Issuer and WealthColony SPV II, L.P. (filed as Exhibit 10.3 to the Issuer’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2015 and incorporated by reference herein).
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2
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Consulting Agreement
between the Issuer and Mighty Joe Marketing, LLC dated January 2, 2015 (filed as Exhibit 10.1 to the Issuer’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2015 and incorporated by reference herein)
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3
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Joint Filing Agreement,
dated June 29, 2016 (filed with the Schedule 13D being amended hereby filed with the Securities and Exchange Commission on
July 5, 2016 and incorporated by reference herein).
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4.
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Letter to Board
of Directors dated May 25, 2017 (filed with Amendment No. 1 to the Schedule 13D being amended hereby filed with the Securities
and Exchange Commission on May 26, 2017 and incorporated by reference herein).
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5.
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Letter to Board
of Directors dated June 2, 2017 (filed with Amendment No. 2 to the Schedule 13D being amended hereby filed with the Securities
and Exchange Commission on June 2, 2017 and incorporated by reference herein).
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6.
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Letter
to Jamieson Karson dated June 6, 2017 (filed with Amendment No. 3 to the Schedule 13D being amended hereby filed with
the Securities and Exchange Commission on June 7, 2017 and incorporated by reference herein).
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7.
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Letter to Jamieson Karson dated June 9, 2017
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SIGNATURES
After
reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date:
June 9, 2017
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WEALTHCOLONY
SPV II, L.P.
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By:
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WealthColony
Management Group, LLC
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By:
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/s/
Jeffrey Freedman
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Name:
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Jeffrey
Freedman
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Title:
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Manager
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WealthColony
Management Group, LLC
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By:
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/s/
Jeffrey Freedman
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Name:
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Jeffrey
Freedman
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Title:
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Manager
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/s/
Jeffrey Freedman
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