UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Amendment No. 1
SurePure, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
86867A108
(CUSIP Number)
William A. Newman
Barton LLP
420 Lexington Avenue, 18th Floor
New York, NY 10104
(212) 687-6262
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 16, 2015
(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 (the “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 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen M. Robinson
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o
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| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS OO
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER 6,633,637 (1)
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| 8 | SHARED VOTING POWER 0
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| 9 | SOLE DISPOSITIVE POWER 6,633,637
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| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,633,637
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.31 (2)
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| 14 | TYPE OF REPORTING PERSON IN
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| (1) | This includes 100,000 shares which are subject to vested and exercisable options owned by the reporting person. |
| (2) | Based on 58,633,992 shares of the Issuer’s Common Stock issued and outstanding as of October 31, 2015, together with 100,000 shares which are subject to vested and exercisable options owned by the reporting person. |
| Item 1. | Security and Issuer. |
The security to which this statement relates is common stock, par value $0.001 per share (the “Common Stock”), of SurePure, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 405 Lexington Avenue, 25th Floor, New York, NY 10174.
| Item 2. | Identity and Background. |
(a) This Schedule 13D is being filed on behalf of Stephen M. Robinson (the “Reporting Person”).
(b) The principal business address for the Reporting Person is Dammstrasse 19, Zug, V8, CHE 6301.
(c) The principal business occupation of the Reporting Person is director and Chief Financial Officer of the Issuer.
(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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 an individual and is a citizen of the United Kingdom.
| Item 3. | Source and Amount of Funds or Other Consideration. |
On November 16, 2015 the Issuer entered into an agreement attached as Exhibit 1 (the “November Share Issuance Agreement”) by which the Issuer issued 1,250,000 Shares of the Common Stock to the Reporting Person in exchange for a discharge of approximately $250,000 of approximately $363,400 owed in respect of fees accrued and unpaid as of October 31, 2015 for services rendered by the Reporting Person in his role as Chief Financial Officer of the Issuer.
| Item 4. | Purpose of Transaction. |
The information contained in Item 3 above is incorporated by reference into this Item. The purpose of the transaction between the Issuer and the Reporting Person was to compensate the Reporting Person for services rendered to the Issuer.
The Reporting Person has no current plans that relate to or would result in:
| (a) | The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Company; |
| (f) | Any other material change in the Company’s business or corporate structure; |
| (g) | Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; |
| (h) | Causing a class of securities of the Company 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; |
| (i) | A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated above. |
The Reporting Person may, at any time, review or reconsider his position with respect to the Company and formulate plans or proposals with respect to any of the above matters.
| Item 5. | Interest in Securities of the Issuer. |
(a) The Reporting Person beneficially owns 6,633,637 shares of the Common Stock. The aggregate 6,633,637 shares of Common Stock beneficially owned by the Reporting Person constitute approximately 11.31% of the outstanding shares of the Common Stock. The aggregate percentage of shares of the Common Stock reported as owned by the Reporting Person is based on 58,633,992 shares of the Common Stock issued and outstanding on October 31, 2015, plus 100,000 shares of Common Stock which the reporting Person may acquire upon the exercise of share options that became vested as of November 12, 2015.
(b) (i) The Reporting Person has sole power to direct the voting and disposition of the shares of Common Stock that are beneficially owned by him and referenced in (a) of this Item.
(ii) The Reporting Person does not share the power to direct the voting and disposition of the shares of Common Stock beneficially owned by him.
(c ) Reference is made to the transactions referred to under Item 3 above in this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The Reporting Person has nocontracts, arrangements, understandings or relationships with respect to the voting or disposition of the shares of the Common Stock owned by the Reporting Person.
| Item 7. | Material to be Filed as Exhibits. |
A copy of the November Share Issuance Agreement is attached to and filed as an Exhibit to this Schedule 13D.
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: November 18, 2015
| /s/ Stephen M. Robinson | ||||
| Stephen M. Robinson | ||||
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT INDEX
| Exhibit No. | Description |
| Exhibit 1 | Agreement, dated November 16, 2015, by and among SurePure, Inc., SurePure Operations AG and Stephen Robinson |
Exhibit 1
THIS AGREEMENT is made as of the 16thday of November 2015, by and among SurePure, Inc., a corporation formed under the laws of the State of Nevada, United States of America (the “Company”), SurePure Operations AG., a corporation formed under the laws of Switzerland (Registration number CH-170.3.031.362-7) (“SPOAG”), and Stephen Robinson (the “Employee”).
WHEREAS, SPOAG has employed the Employee as CFO beginning August 1, 2008;
WHEREAS, the Employee is owed the amount of CHF363,351 (approximately US$363,400) of fees for services performed as of 31 October 2015;
WHEREAS, the Company desires to assume and novate certain obligations of SPOAG to pay the Employee his fees and to discharge such obligations to the extent so assumed by issuing 1,250,000 shares of its Common Stock, par value $0.001 (the “Shares”), to the Employee in exchange for a full and complete release of any and all claims the Employee may have against SPOAG and the Company for CHF250,000 (approximately US$250,000) of fees owed at the current time; and
WHEREAS, the Employee desires to accept the Shares as full payment for CHF250,000 of the fees that are owed to him at the current time, leaving a balance of fees remaining unpaid of CHF113,351.
NOW, THEREFORE, in consideration of the mutual premises set forth below, the parties to this Agreement hereby agree as follows:
1. The Company assumes the obligations of SPOAG to pay the Employee to the extent of CHF250,000 of fees owed to him. The Employee hereby agrees to such assumption by the Company and agrees to look solely to the Company for the payment of such CHF250,000.
2. The Company will issue the Shares to the Employee, and the Employee will accept the Shares, as payment in full of all obligations owing to the Employee under Section 1. The Company will issue and deliver the Shares to the Employee within 15 business days after the date on which all parties have executed this Agreement (the date on which all parties have executed this Agreement being defined as the “Effective Date”).
3. The Employee acknowledges that under the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”), the Shares are “restricted securities” and, unless the resale of the Shares has been registered with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), the Shares may not be resold in any transaction which involves (i) any “U.S. Person” (as defined by the rules of the Commission) or (ii) any means of commerce connected to the United States of America. Therefore, the Employee will not sell, assign or transfer any of the Shares (i) without the prior written consent of the Company or (ii) except in a transaction which has been notified to the Company and does not involve any “U.S. Person” (as defined by the rules of the Commission) or any means of commerce connected to the United States of America. No Shares shall be pledged, assigned by way of security or otherwise used as security and shall remain free and clear of any liens, encumbrances, charges or any other third party rights.
4. In light of the foregoing restrictions set forth in Section 3, if at any time prior to the second anniversary of the Effective Date the Company shall determine to prepare and file with the Commission a registration statement (the “Registration Statement”) relating to an offering for its own account or a resale offering by any of its stockholders under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall include all of the Shares in the Registration Statement. The Company will use commercially reasonable efforts to cause the Commission to declare the Registration Statement effective reasonably promptly and will maintain the effectiveness of the Registration Statement for a period of two (2) years or until all of the Shares have been sold, if sooner. The Employee will cooperate fully with the Company in the discharge of its obligations under this Section and will provide all information and enter into such further agreements as may be required to have the Registration Statement declared effective.
5. The Employee hereby releases and discharges the Company and SPOAG and their respective officers, directors, executives, principals, employees, heirs, executors, administrators, successors and assigns, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which against the Employee, his successors and assigns ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the effective date of this Agreement, except the balance of the fees remaining unpaid after giving effect to assumption and payment under Sections 1 and 2, which balance shall remain outstanding and payable in accordance with its terms. The Employee represents and warrants that he has not assigned or transferred to any other person, entity, or party any claim, cause of action, or other item that is, would be, or might be encompassed by the releases set forth in this Section 5, and that no such assignment or transfer has occurred by operation of law or otherwise.
6. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior oral or written agreements, if any, between the parties with respect to such subject matter and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder. Any amendments hereto or modifications hereof must be made in writing and executed by each of the parties. Any failure by a party to enforce any rights hereunder shall not be deemed a waiver of such rights.
7. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to conflict of laws principles. The parties agree that any suit, action or proceeding between the parties hereto arising out of or relating in any manner to the Agreement shall be instituted exclusively in the federal or state courts located in the State of Nevada.
8. If any section, term or provision of this Agreement shall be held or determined to be unenforceable, the balance of this Agreement shall nevertheless continue in full force and effect unaffected by such holding or determination.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.
| SUREPURE OPERATIONS AG | ||
| By: | /s/ Stephen Robinson | |
| Name: Stephen Robinson | ||
| Title: Director | ||
| SUREPURE, INC. | ||
| By: | /s/ Guy Kebble | |
| Name: Guy Kebble | ||
| Title: Chief Executive Officer | ||
| /s/ Stephen Robinson | ||
| Stephen Robinson | ||
