SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
| COPsync, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
|
| 217712207 |
(CUSIP Number)
|
Mr. Jack Brewer The Brewer Group, Inc. St. Louis Park, MN 55416 (866) 955-6267
|
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| January 5, 2017 |
| (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 § 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).
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CUSIP No. 217712207 | 13D |
| 1 | NAME OF REPORTING PERSON
The Brewer Group, Inc.
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS
OO
| |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
| |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER 0
| ||
| 8 | SHARED VOTING POWER
92,000
| |||
| 9 | SOLE DISPOSITIVE POWER
0
| |||
| 10 | SHARED DISPOSITIVE POWER
92,000
| |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
92,000
| |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
| |||
| 14 | TYPE OF REPORTING PERSON
CO
| |||
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CUSIP No. 217712207 | 13D |
| 1 | NAME OF REPORTING PERSON
BSI Wealth Management LLC
| ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| ||||||
| 4 | SOURCE OF FUNDS
OO
| ||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
| ||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | |||||
| 8 | SHARED VOTING POWER
92,000
| ||||||
| 9 | SOLE DISPOSITIVE POWER
0 | ||||||
| 10 | SHARED DISPOSITIVE POWER
92,000
| ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
92,000
| ||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
| ||||||
| 14 | TYPE OF REPORTING PERSON
IA,OO
| ||||||
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CUSIP No. 217712207 | 13D |
| 1 | NAME OF REPORTING PERSON
Jack Brewer
| ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY
| ||||
| 4 | SOURCE OF FUNDS
OO
| ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
| ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | |||
| 8 | SHARED VOTING POWER
92,000
| ||||
| 9 | SOLE DISPOSITIVE POWER
0
| ||||
| 10 | SHARED DISPOSITIVE POWER
92,000
| ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
92,000
| ||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
| ||||
| 14 | TYPE OF REPORTING PERSON
IN | ||||
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This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends the Schedule 13D filed with the SEC by the Reporting Persons on December 15, 2017 (the “Original Schedule 13D”).
Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Original Schedule 13D.
Except as specifically amended by this Amendment No.1, the Original Schedule 13D is unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended as follows:
The Common Stock reported herein as being beneficially owned by the Reporting Persons was acquired by the Reporting Persons as compensation for certain services rendered to the Company pursuant to endorsement and business development contracts.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended as follows:
“Between September 2015 and December 2016, the Reporting Persons acquired shares of Common Stock for investment purposes because they believed such shares represented an attractive investment opportunity, as well as acquired shares of Common Stock as compensation for certain services rendered to the Company pursuant to endorsement and business development contracts. During this period, the Reporting Persons inadvertently acquired shares of Common Stock which caused the Reporting Persons to beneficially own more than 5% of the Company’s outstanding shares of Common Stock. Specifically, on February 15, 2016, the Reporting Persons acquired 107,500 shares of Common Stock as compensation for services provided to the Company pursuant to endorsement contracts. As of February 15, 2016, the Reporting Persons beneficially owned 423,500 shares of Common Stock, which represented approximately 5.1% of the Company’s outstanding shares of Common Stock based on 8,362,903 shares of Common Stock outstanding as of January 21, 2016, as reported in the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on January 26, 2016.
Between December 31, 2016 and January 5, 2017, the Reporting Persons sold 100,000 shares of Common Stock for an aggregate of approximately $49,766 in open market transactions, which reduced their beneficial ownership below 5% of the Company’s outstanding shares of Common Stock. As of January 5, 2017, the Reporting Persons beneficially owned 410,500 shares of Common Stock, which represented approximately 4.2% of the Company’s outstanding shares of Common Stock based on 9,710,522 shares of Common Stock outstanding as of January 3, 2017, as reported in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on January 6, 2017.
Between January 2017 and November 2017, the Reporting Persons continued to sell Common Stock in open market transactions and continued to beneficially own below 5% of the Company’s outstanding shares of Common Stock. As of November 6, 2017, the Reporting Persons beneficially own 92,000 shares of Common Stock, which represent approximately 0.7% of the Company’s outstanding shares of Common Stock based on 12,282,136 shares of Common Stock outstanding as of February 14, 2017, as reported in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on February 17, 2017.”
Item 5. Interest in Securities of the Issuer.
Item 5(a), (b) and (c) of the Original Schedule 13D are hereby amended as follows:
“(a) As of November 6, 2017, the Reporting Persons beneficially own 92,000 shares of Common Stock, which represent approximately 0.7% of the Company’s outstanding shares of Common Stock. The foregoing percentage is calculated based on 12,282,136 shares of Common Stock outstanding as of February 14, 2017, as reported in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on February 17, 2017.
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(b) Mr. Brewer, as the Chief Executive Officer and Portfolio Manager of The Brewer Group, Inc., may direct the vote and disposition of the 92,000 shares of Common Stock beneficially owned by The Brewer Group, Inc. Mr. Brewer, as the managing member of Brewer Sports International, LLC, which is the managing member of BSI Wealth Management LLC, may direct the vote and disposition of the 92,000 shares of Common Stock beneficially owned by BSI Wealth Management LLC.
See also Item 2 above.
(c) While this Schedule 13D is being filed as of January 5, 2017, on November 6, 2017, as part of its process of withdrawing as a registered investment advisor, BSI Wealth Management LLC transferred discretionary voting and investment authority over 238,500 shares of Common Stock to its advisory clients. As of November 6, 2017, the Reporting Persons beneficially own 92,000 shares of Common Stock, which represent approximately 0.7% of the Company’s outstanding shares of Common Stock based on 12,282,136 shares of Common Stock outstanding as of February 14, 2017, as reported in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on February 17, 2017.”
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 1 to Statement on Schedule 13D is true, complete and correct.
Dated: December 18, 2017
| THE BREWER GROUP, INC. | ||
| By: | /s/ Jack Brewer | |
| Name: Jack Brewer | ||
| Title: Chief Executive Officer | ||
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