13D Filing: Sandor Capital Master Fund, L.P. and Medical Alarm Concepts Holdings Inc

 

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

 

SCHEDULE
13D

Under
the Securities Exchange Act of 1934

 

 

WEARABLE
HEALTH SOLUTIONS, INC.

(Name
of issuer)

 

 

Common
Stock, Par Value $0.0001 Per Share

(Title
of class of securities)

 

94703Q
105

(CUSIP
number)

 

Sandor
Capital Master Fund, L.P.

2828
Routh Street, Suite 500

Dallas,
TX 75201

214-849-9876

(Name,
address and telephone number of person authorized to receive notices and communications)

 

October
26, 2016

(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
Rule 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).

 

 

CUSIP
No. 94703Q 105

 

(1)		Names of reporting persons   John Lemak
(2)		Check the appropriate box if a member of a group (see instructions) (a) [X]      (b) [  ]
(3)		SEC use only
(4)		Source of funds (see instructions)   PF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]
(6)		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   –
				(8)		Shared voting power   5,094,000(1)
				(9)		Sole dispositive power   –
				(10)		Shared dispositive power   5,094,000(1)
(11)		Aggregate amount beneficially owned by each reporting person   5,094,000(1)
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions) [  ]
(13)		Percent of class represented by amount in Row (11)   10.21% (Based upon 49,874,177 shares of common stock issued and outstanding as of May 15, 2017, as reported in the Issuer’s Form 10-Q/A filed with the Securities and Exchange Commission on May 23, 2017)
(14)		Type of reporting person (see instructions)   IN

 

(1)

Represents 5,094,000 shares of common stock held by Sandor Capital Master Fund, L.P. (“Sandor”). Excludes (i) 35,000,000 shares of common stock issuable upon exercise of outstanding warrants held by Sandor and (ii) 40,000,000 shares of common stock issuable upon conversion of 400,000 shares of Series D Convertible Preferred Stock held by Sandor. The outstanding warrants and Series D Convertible Preferred Stock contain a 4.99% beneficial ownership blocker. John Lemak is the Manager of Sandor and is such capacity has voting and depository power over securities held by such entity.

 

 

CUSIP No. 94703Q 105

 

(1)		Names of reporting persons   Sandor Capital Master Fund, L.P.
(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)   PF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]
(6)		Citizenship or place of organization   Texas, United States
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   –
				(8)		Shared voting power   5,094,000(1)
				(9)		Sole dispositive power   –
				(10)		Shared dispositive power   5,094,000(1)
(11)		Aggregate amount beneficially owned by each reporting person   5,094,000(1)
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions) [  ]
(13)		Percent of class represented by amount in Row (11)   10.21% (Based upon 49,874,177 shares of common stock issued and outstanding as of May 15, 2017, as reported in the Issuer’s Form 10-Q/A filed with the Securities and Exchange Commission on May 23, 2017)
(14)		Type of reporting person (see instructions)

 

Item
1. Security and Issuer

 

The
title and class of equity securities to which this Schedule 13D relates is Common Stock, par value $0.0001 per share (the “Common
Stock”), of Wearable Health Solutions, Inc., a Nevada corporation (the “Issuer”). The address of the principal
executive offices of the Issuer is 200 West Church Road, Suite B, King of Prussia, Pennsylvania 19406.

 

Item
2. Identity and Background

 

(a)
This statement is being filed by Sandor and John S. Lemak (“Lemak”), Manager of Sandor (collectively, the “Reporting
Persons”). The Reporting Persons are making a joint filing because they may be deemed to be a group pursuant to Section
13 of the Exchange Act.

 

(b)
The Reporting Persons’ business address is 2828 Routh Street, Suite 500, Dallas, TX 75201.

 

(c)
Sandor, a Texas corporation, was formed to invest in private and public companies for capital appreciation. The principal occupation
of Lemak, Manager of Sandor, is an investor and general partner of Sandor Advisors, LLC.

 

(d)
During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).

 

(e)
During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is 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 violations
with respect to such laws.

 

(f)
United States.

 

Item
3. Source and Amount of Funds or Other Considerations

 

On
April 21, 2016, the Reporting Persons purchased one unit of the Issuer’s securities at a purchase price of $400,000 which
consisted (i) 400,000 shares of Series D Preferred Stock, par value $0.0001 per share, each convertible into 100 shares of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) one warrant (the “Warrant”)
to purchase 40,000,000 shares of Common Stock, $0.001 par value per share, at an exercise price of $0.01 per share. The one unit
was purchased with the Reporting Persons’ personal funds. On October 26, 2016, the Reporting Persons partially exercised
the Warrant and received 5,000,000 shares of Common Stock. On December 28, 2016, the Reporting Person purchased 25,000 shares
of Common Stock at $0.089 per share. On December 29, 2016, the Reporting Person purchased 31,000 shares of Common Stock at $0.069
per share. On December 30, 2016, the Reporting Person purchased 38,000 shares of Common Stock at $0.102 per share.

 

Item
4. Purpose of Transaction

 

All
of the Issuer’s securities owned by the Reporting Persons have been acquired for investment purposes only. The Reporting
Persons have no present plans or proposals that relate to or would result in any of the actions required to be described in subsections
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time, review or reconsider its position with respect
to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

 

Item
5. Interest in Securities of the Issuer

 

(a)
The Reporting Persons beneficially own 5,094,000 shares or 10.21% (Based upon 49,874,177 shares of common stock issued and outstanding
as of May 15, 2017, as reported in the Issuer’s Form 10-Q/A filed with the Securities and Exchange Commission on May 23,
2017) of the Issuer’s Common Stock ^(1).

 

(b)
The Reporting Persons may be deemed to hold sole voting and dispositive power over 5,094,000 shares of the Issuer’s voting
capital stock.

 

(c)
Not applicable.

 

(d)
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power
to direct the receipt of, dividends from, or the proceeds from the sale of the shares reported in Item 5(a).

 

(e)
Not applicable.

 

(1)

Represents 5,094,000 shares of common stock held by Sandor. Excludes (i) 35,000,000 shares of common stock issuable upon exercise of outstanding warrants held by Sandor and (ii) 40,000,000 shares of common stock issuable upon conversion of 400,000 shares of Series D Convertible Preferred Stock held by Sandor. The outstanding warrants and Series D Convertible Preferred Stock contain a 4.99% beneficial ownership blocker. John Lemak is the Manager of Sandor and is such capacity has voting and depository power over securities held by such entity.

 

Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Other
than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the
Reporting Persons and any other person with respect to any securities.

 

Item
7. Material to Be Filed as Exhibits

 

Not
applicable.

 

 

SIGNATURE

 

After
reasonable inquiry and to the best of our knowledge and belief, we certify that the information in this statement is true, complete
and correct.

 

Dated: January 31, 2018	Sandor Capital Master Fund, L.P.
	By:	/s/ John Lemak
	Name:	John Lemak
	Title:	Manager
Dated: January 31, 2018
		/s/ John Lemak
		John Lemak