UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4*)
Trident Brands, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
89616C201
(CUSIP Number)
Heather Crawford
Fengate Capital Management Ltd.
2275 Upper Middle Road East, Suite 700
Oakville, Ontario, L6H 0C3
Canada
(905)491-6599
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 6, 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) or240.13d-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 Rule13d-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).
| CUSIP No. 89616C201 |
| 1. | Names of Reporting Persons
Fengate Trident LP | |||||
| 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
Ontario limited partnership | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
67,823,219.44 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
67,823,219.44 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
67,823,219.44 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
Approximately 69.7%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| 1 | Based on 32,311,887 shares outstanding, per the Issuer’s Form 10Q dated October 21, 2019, plus 65,011,353shares of Common Stock into which the Convertible Notes may be converted. |
| CUSIP No. 89616C201 |
| 1. | Names of Reporting Persons
Fengate Trident GP Inc. | |||||
| 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
Ontario corporation | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
67,823,219.44 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
67,823,219.44 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
67,823,219.44 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
Approximately 69.7%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| 1 | Based on 32,311,887 shares outstanding, per the Issuer’s Form 10Q dated October 21, 2019, plus 65,011,353shares of Common Stock into which the Convertible Notes may be converted. |
| CUSIP No. 89616C201 |
| 1. | Names of Reporting Persons
Fengate Capital Management Ltd. | |||||
| 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
Ontario corporation | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
67,823,219.44 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
67,823,219.44 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
67,823,219.44 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
Approximately 69.7%1 | |||||
| 14. | Type of Reporting Person (See Instructions)
IA/CO | |||||
| 1 | Based on 32,311,887 shares outstanding, per the Issuer’s Form 10Q dated October 21, 2019, plus 65,011,353shares of Common Stock into which the Convertible Notes may be converted. |
| CUSIP No. 89616C201 |
Item 1. Security and Issuer
This Amended Statement of Beneficial Ownership on Schedule 13D (“Amendment 4”) amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed by Fengate Trident LP, Fengate Trident GP Inc., and Fengate Capital Management Ltd. (collectively, the “Reporting Persons”) on May 8, 2017 (the “Initial Schedule 13D”), the Amended Schedule 13D filed by the Reporting Persons on September 14, 2017 (“Amendment 1”), the Amended Schedule 13D filed by the Reporting Persons on September 18, 2017 (“Amendment 2”) and the Amended Schedule 13D filed by the Reporting Persons on November 5, 2019 (“Amendment 3”) in connection with the parties and matters referenced therein and herein, with respect to the Common Stock, $.001 par value (the “Common Stock”) of Trident Brands, Inc. (the “Issuer”). This Schedule 13D is being filed as a result of the events described in Item 4 below. Any capitalized terms used and not defined in this Amendment 4 shall have the meanings set forth in the Initial Schedule 13D, Amendment 1, Amendment 2 and/or Amendment 3. Only those items that are hereby reported are amended; all other items, including previously filed exhibits, remain unchanged and are incorporated by reference herein.
Item 3. Source and Amount of Funds or Other Consideration
The Common Stock reported in this Amendment 4 includes 2,811,886.44 shares of Common Stock beneficially owned by the Reporting Persons and additional shares of Common Stock that may be issued to the Reporting Persons upon conversion of certain Convertible Notes, as defined below. As of November 6, 2019, the Reporting Persons had acquired from the Issuer Convertible Notes in an aggregate principal amount of $22,300,000 and the total accrued but unpaid interest on such Convertible Notes was $3,035,217. None of the shares of Common Stock or Convertible Notes were acquired on margin, or otherwise using borrowed funds or pursuant to any loan or credit arrangement.
Item 4. Purpose of Transaction
The Common Stock and Convertible Notes have been acquired for investment purposes in the ordinary course of the Reporting Persons’ investment activities, and have not been acquired with any purpose of, or with the effect of, changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having such purpose or effect. From time to time the Reporting Persons may acquire additional securities of the Issuer, or sell securities of the Issuer. In addition to the transactions reported in the Initial Schedule 13D, Amendment 1, Amendment 2 and Amendment 3, the following transactions have occurred:
On November 6, 2019, pursuant to the SPAA (as defined in Amendment 3), the Reporting Persons purchased from the Issuer Additional Convertible Notes (as defined in Amendment 3) in the amount of $3,795,033, convertible into 20,331,176shares of Common Stock and the parties agreed to extend the maturity date by one month to June 30, 2020. As a result, the Reporting Persons beneficially own 67,823,219.44 shares of Common Stock, held in the form of 2,811,866.44 shares of Common Stock and Convertible Notes which, as of November 6, 2019, were convertible into 65,011,353shares of Common Stock, constituting 69.7%percent of the class of Common Stock (based on the Issuer’s Form 10Q dated October 21, 2019).
As of the date of this Amendment 4, the Reporting Persons have no plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (iii) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the issuer; (v) any other material change in the issuer’s business or corporate structure; (vi) changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (vii) causing a class of securities of the issuer 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; (viii) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
| (a)-(b) | Incorporated by reference to Items (7) - (11) and (13) of the cover page relating to each Reporting Person, and the disclosure in Item 4. |
| (c) | Other than as reported herein, in the sixty days prior to the date of filing of this Amendment 4, the Reporting Persons have engaged in no other transactions in the Issuer’s Common Stock. |
| (d) | Except as set forth herein, no other person 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 securities of the Issuer reported on in this Amendment 4. |
| (e) | Not applicable. |
| CUSIP No. 89616C201 |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the matters discussed in this Amendment 4, the Initial Schedule 13D, Amendment 1, Amendment 2, Amendment 3 and/or any exhibits thereto or hereto, there are no contracts, arrangements or understandings among the Reporting Persons or with any other persons with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
| Exhibit 99.1 – | Joint Filing Agreement dated May 8, 2017, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Initial Schedule 13D filed by the Reporting Persons on May 8, 2017). | |
| Exhibit 99.2 – | Securities Purchase Amendment Agreement date November 30, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form8-K filed by Trident Brands Inc. on December 5, 2018) and Exhibit 99.3 to the Amendment 3 filed by the Reporting Persons on November 5, 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.
| Dated this 12th day of November, 2019 |
| Fengate Trident LP |
| /s/ Heather Crawford |
| Heather Crawford |
| Secretary of Fengate Trident GP, the General Partner of Fengate Trident LP |
| Fengate Trident GP Inc. |
| /s/ Heather Crawford |
| Heather Crawford |
| Secretary |
| Fengate Capital Management Ltd. |
| /s/ Heather Crawford |
| Heather Crawford |
| Secretary |
| CUSIP No. 89616C201 |
SCHEDULE I
Executive officers and directors of Fengate Trident GP, Inc.
The business address of each executive officer and director is c/o Fengate Capital Management Ltd.,
2275 Upper Middle Road East, Suite 700, Oakville, Ontario, L6H 0C3. Except as otherwise indicated herein,
the principal occupation of each individual is that set forth below. Each individual is a Canadian citizen.
Except as otherwise disclosed herein, none of the following persons is the beneficial owner of any securities of the Issuer
Name | Title | |
Lou Serafini Jr. | President, Director | |
Heather Crawford | Secretary | |
Justin Catalano | Vice President, Director |
SCHEDULE II
Executive officers and directors of Fengate Capital Management Ltd.
The business address of each executive officer and director is c/o Fengate Capital Management Ltd.,
2275 Upper Middle Road East, Suite 700, Oakville, Ontario, L6H 0C3. Except as otherwise indicated herein,
the principal occupation of each individual is that set forth below. Each individual is a Canadian citizen.
Except as otherwise disclosed herein, none of the following persons is the beneficial owner of any securities of the Issuer
Name | Title | |
Lou Serafini Jr. | President, CEO, Treasurer, Director | |
George Theodoropoulos | Managing Director, Infrastructure, Director | |
Heather Crawford | Secretary | |
Pranav Pandya | CFO, Director |
| CUSIP No. 89616C201 |
Index to Exhibits
Exhibit 99.1 – | Joint Filing Agreement dated May 8, 2017, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Initial Schedule 13D filed by the Reporting Persons on May 8, 2017). | |
Exhibit 99.2 – | Securities Purchase Amendment Agreement date November 30, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form8-K filed by Trident Brands Inc. on December 5, 2018) and Exhibit 99.3 to the Amendment 3 filed by the Reporting Persons on November 5, 2019). | |
