Statement of Ownership (sc 13g)
February 05 2018 - 3:56PM
Edgar (US Regulatory)
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO
§ 240.13d-2
Accelerize
Inc.
(Name of Issuer)
Common Stock, $.001
par value
(Title of Class of
Securities)
00435A102
(CUSIP Number)
January 25, 2018
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
2
of 12
|
1.
|
NAMES
OF REPORTING PERSONS
Beedie Investments Limited
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Columbia, Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
4,500,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
|
|
|
|
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
3
of 12
|
1.
|
NAMES
OF REPORTING PERSONS
Beedie
OYII Holdings Limited
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Columbia, Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
4,500,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
HC
|
|
|
|
|
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
4
of 12
|
1.
|
NAMES
OF REPORTING PERSONS
Beedie
Holdings Limited
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Columbia, Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
4,500,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
HC
|
|
|
|
|
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
5
of 12
|
1.
|
NAMES
OF REPORTING PERSONS
Ryan
Beedie Family Trust III
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Columbia, Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
4,500,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
HC
|
|
|
|
|
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
6
of 12
|
1.
|
NAMES
OF REPORTING PERSONS
4358
Investments Limited
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Columbia, Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
4,500,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
HC
|
|
|
|
|
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
7
of 12
|
1.
|
NAMES
OF REPORTING PERSONS
Ryan
Beedie
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Columbia, Canada
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
4,500,000
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
8
of 12
|
|
Item 1(a).
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Name of Issuer:
|
Accelerize
Inc., a Delaware corporation (the “
Issuer
”).
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
20411
SW Birch Street, Suite 250, Newport Beach, California 92660.
|
Item 2(a).
|
Name of Person Filing:
|
This
Schedule 13G is being jointly filed by:
|
(1)
|
Beedie Investments Limited, a British
Columbia, Canada corporation (“
BIL
”), which is the direct beneficial
owner of the warrants to purchase Common Stock of the Issuer as described more fully
in Item 4 (the "
Warrants
");
|
|
(2)
|
Beedie OYII Holdings Limited, a
British Columbia, Canada corporation (“
OYII
”), which 100% owns and
controls BIL;
|
|
(3)
|
Beedie Holdings Limited, a British
Columbia, Canada corporation (“
BHL
”), which 100% owns and controls
OYII;
|
|
(4)
|
Ryan Beedie Family Trust III, a
Canadian Resident Trust (“
Trust
”), which 100% owns and controls BHL;
|
|
(5)
|
4358 Investments Limited, a British
Columbia, Canada corporation (“
4358
”), which is the Trustee and has
sole control of the Trust; and
|
|
(6)
|
Ryan Beedie, an individual Canadian
citizen, who 100% owns and controls 4358 (collectively, with BIL, OYII, BHL, Trust and
4358, the “
Reporting Persons
”) with respect to the Warrants.
|
Item
4 is incorporated by reference.
|
Item 2(b).
|
Address of Principal Business Office or, if None,
Residence:
|
The
address of the principal business office of each of the Reporting Persons is 1730-1111 West Georgia Street, Vancouver, BC V6E
4M3.
Item
2(a) is incorporated by reference.
|
Item 2(d).
|
Title of Class of Securities:
|
Common
Stock, par value $.001 per share.
00435A102.
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
9
of 12
|
|
Item 3.
|
If This Statement is Filed Pursuant to §§
240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
|
|
(b)
|
¨
|
Bank as defined, in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
(c)
|
¨
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
(d)
|
¨
|
Investment company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
|
|
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (15 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
¨
|
Group, in accordance with § 240.13d-113d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
Item
2(a) is incorporated by reference.
|
(a)
|
Each of the Reporting
Persons may be deemed to beneficially own 4,500,000 shares of Common Stock.
|
|
(b)
|
The number of shares each Reporting Person may be deemed to
beneficially own constitutes approximately 6.9% of the Common Stock outstanding, based
on 65,523,042 shares of Common Stock outstanding as of November 14, 2017 as reported
in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2017.
|
|
(c)
|
Number of shares as to which each Reporting Person has:
|
|
(i)
|
Sole power to
vote or to direct the vote: 0.
|
|
(ii)
|
Shared power
to vote or to direct the vote: 4,500,000.
|
|
(iii)
|
Sole power
to dispose or to direct the disposition of: 0.
|
|
(iv)
|
Shared power
to dispose or to direct the disposition of: 4,500,000.
|
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
10
of 12
|
The
Reporting Persons, through BIL’s direct beneficial ownership, beneficially own the Warrant, which currently represents the
right to purchase within sixty days 4,500,000 shares of Common Stock from the Issuer. On January 25, 2018, the Issuer entered
into a non-revolving term credit agreement (the “
Credit Agreement
”) with BIL to borrow up to a maximum of $7,000,000.
In connection with the Credit Agreement, the Issuer issued to BIL the Warrant to purchase up to 4,500,000 shares of the Common
Stock at an exercise price of $0.35 per share subject to certain adjustments for dividends, splits or reclassifications, and a
weighted average adjustment for certain issuances of Common Stock below the exercise price prior to January 26, 2019. Up to 2,500,000
additional shares of Common Stock under the Warrant will be exercisable on a pro rata basis to additional amounts borrowed
if and when advanced under the Credit Agreement. The Warrant is exercisable for cash until January 25, 2024. The Warrant will
be exercisable on a cashless basis at its expiration if notice of expiration is not timely provided by the Issuer to BIL.
The funding for the Credit Agreement came from the working capital of BIL.
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following
¨
.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of
Another Person:
|
Not
applicable.
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
|
See
Item 2 above.
|
Item 8.
|
Identification and Classification of Members of
the Group:
|
Not
applicable.
|
Item 9.
|
Notice of Dissolution of Group:
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
11
of 12
|
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 this 2
nd
day of February, 2018
|
BEEDIE INVESTMENTS LIMITED
|
|
|
|
By:
|
/s/ Ryan Beedie
|
|
|
Name: Ryan Beedie
|
|
|
Title:
President
|
|
|
|
|
|
|
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BEEDIE OYII HOLDINGS LIMITED
|
|
|
|
By:
|
/s/ Ryan Beedie
|
|
|
Name: Ryan Beedie
|
|
|
Title: President
|
|
|
|
|
|
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BEEDIE HOLDINGS LIMITED
|
|
|
|
By:
|
/s/ Ryan Beedie
|
|
|
Name: Ryan Beedie
|
|
|
Title: President
|
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RYAN BEEDIE FAMILY TRUST III
|
|
|
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By:
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/s/ Ryan Beedie
|
|
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Name: Ryan Beedie
|
|
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Title: President
|
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4358 INVESTMENTS LIMITED*
|
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By:
|
/s/ Ryan Beedie
|
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Name: Ryan Beedie
|
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Title: President
|
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/s/ Ryan Beedie
|
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RYAN BEEDIE, an individual*
|
|
|
*
|
This
reporting person disclaims beneficial ownership of these reported securities except to
the extent of its pecuniary interest therein, and this report shall not be deemed an
admission that any such person is the beneficial owner of these securities for purposes
of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other
purpose.
|
CUSIP No. 00435A102
|
SCHEDULE 13G
|
Page
12
of 12
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JOINT FILING AGREEMENT
The undersigned hereby
agree to jointly prepare and file with regulatory authorities this Schedule 13G and any future amendments thereto reporting each
of the undersigned’s ownership of securities of the Issuer named herein, and hereby affirm that such Schedule 13G is being
filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated this 2
nd
day of February, 2018
|
BEEDIE INVESTMENTS LIMITED
|
|
|
|
By:
|
/s/ Ryan Beedie
|
|
|
Name: Ryan Beedie
|
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Title: President
|
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BEEDIE OYII HOLDINGS LIMITED
|
|
|
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By:
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/s/ Ryan Beedie
|
|
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Name: Ryan Beedie
|
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Title: President
|
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BEEDIE HOLDINGS LIMITED
|
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|
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By:
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/s/ Ryan Beedie
|
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Name: Ryan Beedie
|
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Title: President
|
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RYAN BEEDIE FAMILY TRUST III
|
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By:
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/s/ Ryan Beedie
|
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Name: Ryan Beedie
|
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Title: President
|
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4358 INVESTMENTS LIMITED*
|
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By:
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/s/ Ryan Beedie
|
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Name: Ryan Beedie
|
|
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Title: President
|
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/s/ Ryan Beedie
|
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RYAN BEEDIE, an individual*
|
|
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*
|
This reporting person disclaims beneficial ownership
of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission
that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act
of 1934, as amended, or for any other purpose.
|