Washington, D.C. 20549
(Amendment No. ________)*
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 ☐.
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).
Item 1. Security and Issuer.
Item 2. Identity and Background.
There were no criminal proceedings during the last five years referred to in Item 2(d) in which Gallagher was convicted.
There were no civil proceedings during the last five years referred to in Item 2(e) in which Gallagher was a party and was or is subject to a judgment, decree or final order.
Item 3. Source and Amount of Funds or Other Consideration.
Personal funds (PF) and funds of NGB Nominees Limited (OO) a trust controlled by Gallagher.
Item 4. Purpose of Transaction.
All purchases were made for investment purposes.
Item 5. Interest in Securities of the Issuer.
Since the date of Gallagher’s Schedule 13G amendment filed August 2, 2011, the following transactions have occurred:
On January 23, 2014, Gallagher purchased through NGB Nominees Limited 200 Series B preferred shares of the Issuer convertible into 2,857,142 common shares of the Issuer and 2,857,142 Class L warrants exercisable for common shares of the Issuer at $0.10 per share, for a total purchase price of $200,000. Gallagher’s ownership percentage as of January 23, 2014, was 14.13% based on 95,656,719 outstanding shares of the Issuer as of November 14, 2013, plus 7,714,284 in common shares in aggregate underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. In addition to the Series B preferred shares purchased on January 23, 2014, Gallagher held 4,100,000 common shares of the Issuer directly, and indirectly, through NGB Nominees Limited, held 2,791,663 common shares of the Issuer, 150,000 Series A preferred shares convertible into 900,000 common shares of the issuer, 100,000 Class E warrants exercisable at $0.65 per share, 500 Class I warrants exercisable at $0.40 per share and 500,000 Class J warrants exercisable at $0.31 per share.
On March 31, 2015, Gallagher purchased through NGB Nominees Limited 4,000,000 units of common shares and Class O warrants at a price of $0.05 per unit. The 4,000,000 Class O warrants are exercisable for common shares at an exercise price of $0.06 per share for 60 months, subject to acceleration by the Issuer upon certain conditions. Gallagher’s ownership percentage as of March 31, 2015 was 16.14% based on 123,382,809 outstanding shares of the Issuer as of November 14, 2014, plus 5,000,000 common shares issued on March 31, 2015, plus 11,714,284 in underlying convertible securities which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. In addition to the 4,000,000 common shares and 4,000,000 Class O warrants purchased on March 31, 2015, Gallagher held 4,100,000 common shares of the Issuer directly, and indirectly, through NGB Nominees Limited, held 2,791,663 common shares of the Issuer, 150,000 Series A preferred shares convertible into 900,000 common shares of the Issuer, 200 Series A preferred shares convertible into 2,857,142 common shares of the Issuer, 100,000 Class E warrants exercisable at $0.65 per share, 500 Class I warrants exercisable at $0.40 per share, 500,000 Class J warrants exercisable at $0.31 per share and 2,857,142 Class L warrants exercisable at $0.20 per share.
On April 1, 2015, the Class E warrants expired.
On November 25, 2015, Gallagher purchased through NGB Nominees Limited 250 Series C preferred shares convertible into 8,333,333 common shares of the Issuer and 8,333,333 Class Q warrants for a total purchase price of $250,000, and was granted 833,333 Class Q warrants for a finder's fee. Each Series Q warrant is exercisable for common shares of the Issuer at $0.03 per share and expires five (5) years following the purchase date. Gallagher’s ownership percentage as of November 25, 2015 was 24.95% based on 131,232,809 outstanding shares of the Issuer, plus 29,114,283 in underlying convertible securities which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. In addition to the Series C preferred shares and Class Q warrants purchased on April 1, 2016, Gallagher directly held 4,100,000 common shares of the Issuer, and indirectly, through NGB Nominees Limited, held 6,791,663 common shares of the Issuer, 150,000 Series A preferred shares convertible into 900,000 common shares of the Issuer, 200 Series B preferred shares convertible into 2,857,142 common shares of the Issuer, 500,000 Class I warrants exercisable at $0.40 per share, 500,000 Class J warrants exercisable at $0.31 per share, 2,857,142 Class L warrants exercisable at $0.20 per share, and 4,000,000 Class O warrants exercisable at $0.06 per share.
On April 1, 2016, Gallagher purchased 50 Series D preferred shares convertible into 1,666,667 common shares of the Issuer and 1,666,667 Class R warrants for a total purchase price of $50,000. Each Series R warrant is exercisable for common shares of the Issuer at $0.045 per share commencing one (1) year following the purchase date and expiring five (5) years following the purchase date. Gallagher’s ownership percentage as of April 1, 2016 was 26.75% based on 131,232,809 outstanding shares of the Issuer, plus 30,780,950 in underlying convertible securities which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. In addition to the Series D preferred shares and Class R warrants purchased on April 1, 2016, Gallagher directly held 4,100,000 common shares of the Issuer, and indirectly, through NGB Nominees Limited, held 6,791,663 common shares of the Issuer, 150,000 Series A preferred shares convertible into 900,000 common shares of the Issuer, 200 Series B preferred shares convertible into 2,857,142 common shares of the Issuer, 250 Series C preferred shares convertible into 8,333,333 common shares of the Issuer, 500,000 Class I warrants exercisable at $0.40 per share, 500,000 Class J warrants exercisable at $0.31 per share, 2,857,142 Class L warrants exercisable at $0.20 per share, 4,000,000 Class O warrants exercisable at $0.06 per share and 9,166,666 Class Q warrants exercisable at $0.03 per share. (Note: Percentage calculation excludes the 1,666,667 Class R warrants, which are not exercisable within the next 60 days.)
On July 29, 2016, the Class I and J warrants expired.
On September 30, 2016, Gallagher purchased 100 Series E preferred shares convertible into 3,333,333 common shares of the Issuer and 3,333,333 Class R warrants for a total purchase price of $100,000. Each Series R warrant is exercisable for common shares of the Issuer at $0.045 per share commencing one (1) year following the purchase date and expiring five (5) years following the purchase date. Gallagher’s ownership percentage as of September 30, 2016 was 29.82% based on 131,232,809 outstanding shares of the Issuer as of September 30, 2016, plus 33,114,283 in underlying convertible securities which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. In addition to the Series E preferred shares and Class R warrants purchased on September 30, 2016, Gallagher held 4,100,000 common shares of the Issuer directly, and indirectly, through NGB Nominees Limited, held 6,791,663 common shares of the Issuer, 150,000 Series A preferred shares convertible into 900,000 common shares of the Issuer, 200 Series B preferred shares convertible into 2,857,142 common shares of the Issuer, 250 Series C preferred shares convertible into 8,333,333 common shares of the Issuer, 50 Series D preferred shares convertible into 1,666,667 common shares of the Issuer, 2,857,142 Class L warrants exercisable at $0.20 per share, 4,000,000 Class O warrants exercisable at $0.06 per share, 9,166,666 Class Q warrants exercisable at $0.03 per share and 1,666,667 Class R warrants exercisable at $0.045 per share. (Note: Percentage calculation excludes the 5,000,000 Class R warrants, which are not exercisable within the next 60 days.)
On November 1, 2016, Gallagher became a director of the Issuer.
On November 2, 2016, Gallagher purchased 90 Series E preferred shares convertible into 3,000,000 common shares of the Issuer and 3,000,000 Class R warrants for a total purchase price of $90,000. Each Series R warrant is exercisable at $0.045 for one common share of the Issuer commencing one (1) year following the purchase date and expiring five (5) years following the purchase date. Gallagher’s ownership percentage as of November 2, 2016 was 32.87% based on 131,232,809 outstanding shares of the Issuer as of November 2, 2016, plus 36,114,283 in underlying convertible securities which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. In addition to the Series E preferred shares and Class R warrants purchased on November 2, 2016, Gallagher held 4,100,000 common shares of the Issuer directly, and indirectly, through NGB Nominees Limited, held 6,791,663 common shares of the Issuer, 150,000 Series A preferred shares convertible into 900,000 common shares of the Issuer, 200 Series B preferred shares convertible into 2,857,142 common shares of the Issuer, 250 Series C preferred shares convertible into 8,333,333 common shares of the Issuer, 50 Series D preferred shares convertible into 1,666,667 common shares of the Issuer, 100 Series E preferred shares convertible into 3,333,333 common shares of the Issuer, 2,857,142 Class L warrants exercisable at $0.20 per share, 4,000,000 Class O warrants exercisable at $0.06 per share, 9,166,666 Class Q warrants exercisable at $0.03 per share and 5,000,000 Class R warrants exercisable at $0.045 per share. (Note: Percentage calculation excludes the 5,000,000 Class R warrants, which are not exercisable within the next 60 days.)
On December 9, 2016, Gallagher purchased 90 Series E preferred shares convertible into 3,000,000 common shares of the Issuer and 3,000,000 Class R warrants for a total purchase price of $90,000. Each Series R warrant is exercisable at $0.045 for one common share of the Issuer commencing one (1) year following the purchase date and expiring five (5) years following the purchase date. Gallagher’s ownership percentage as of December 9, 2016 was 29.36% based on 131,232,809 outstanding shares of the Issuer as of December 9, 2016, plus 39,114,283 in underlying convertible securities which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. In addition to the Series E preferred shares and Class R warrants purchased on December 9, 2016, Gallagher held 4,100,000 common shares of the Issuer directly, and indirectly, through NGB Nominees Limited, held 6,791,663 common shares of the Issuer, 150,000 Series A preferred shares convertible into 900,000 common shares of the Issuer, 200 Series B preferred shares convertible into 2,857,142 common shares of the Issuer, 250 Series C preferred shares convertible into 8,333,333 common shares of the Issuer, 50 Series D preferred shares convertible into 1,666,667 common shares of the Issuer, 190 Series E preferred shares convertible into 6,333,333 common shares of the Issuer, 2,857,142 Class L warrants exercisable at $0.20 per share, 4,000,000 Class O warrants exercisable at $0.06 per share, 9,166,666 Class Q warrants exercisable at $0.03 per share and 8,000,000 Class R warrants exercisable at $0.045. (Note: Percentage calculation excludes the 8,000,000 Class R warrants, which are not exercisable within the next 60 days.)
On December 30, 2016, Gallagher purchased 50 Series F preferred shares convertible into 1,666,667 common shares of the Issuer and 1,666,667 Class S warrants for a total purchase price of $50,000. Each Series S warrant is exercisable at $0.045 for one common share of the Issuer commencing one (1) year following the purchase date and expiring five (5) years following the purchase date. Gallagher’s ownership percentage as of December 30, 2016 was 28.78% based on 142,899,476 outstanding shares of the Issuer as of December 30, 2016, plus 42,447,617 in underlying convertible securities which were beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act. In addition to the Series F preferred shares and Class S warrants purchased on December 30, 2016, Gallagher held 4,100,000 common shares of the Issuer directly, and indirectly, through NGB Nominees Limited, held 6,791,663 common shares of the Issuer, 150,000 Series A preferred shares convertible into 900,000 common shares of the Issuer, 200 Series B preferred shares convertible into 2,857,142 common shares of the Issuer, 250 Series C preferred shares convertible into 8,333,333 common shares of the Issuer, 50 Series D preferred shares convertible into 1,666,667 common shares of the Issuer, 280 Series E preferred shares convertible into 9,333,333 common shares of the Issuer, 2,857,142 Class L warrants exercisable at $0.20 per share, 4,000,000 Class O warrants exercisable at $0.06 per share, 9,166,666 Class Q warrants exercisable at $0.03 per share and 11,000,000 Class R warrants exercisable at $0.045 per share. (Note: Percentage calculation exclude 9,333.333 of the Class R warrants and the1,666,667 Class S warrants, none of which are exercisable within the next 60 days.)
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Materials to Be Filed as Exhibits.
None.
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.
