Page 5 of 7 – SEC Filing
Item
1. Security and Issuer Identity and Background
This
Amendment No. 7 to that certain Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission
on July 5, 2016, as amended by Amendment No. 1 thereto dated May 26, 2017, Amendment No. 2 thereto dated June 2, 2017, Amendment
No. 3 thereto dated June 7, 2017, Amendment No. 4 thereto dated June 9, 2017, Amendment No. 5 thereto dated June 30, 2017 and
Amendment No. 6 thereto dated August 18, 2017 relates to the common stock, $.001 par value per share (the “Common Stock”),
of Soupman, Inc. (the “Issuer”).
The
principal executive offices of the Issuer are located at 1110 South Avenue, Suite 100, Staten Island, New York 10314.
This
Amendment No. 7 is being filed to disclose the recent activities set forth in Item 4 (Purpose of Transaction). Only the item in
the Schedule 13D amended by this Amendment No. 7 is reported herein.
Item
4. PURPOSE OF TRANSACTION
This
Item 4 is being amended to add the following:
On
August 21, 2017, WealthColony SPV II, L.P. (the “Limited Partnership”) received a letter from counsel to the Issuer
in which counsel advised the Limited Partnership that the Issuer cannot acknowledge the effectiveness of the actions taken by
the Limited Partnership to replace the Issuer’s Board of Directors because, among other things, it is unable to verify that
the Limited Partnership has received the affirmative vote of a majority of the outstanding shares entitled to vote in order to
remove a director.
On
August 28, 2017, Gallant Brands, Inc., an affiliate of the Limited Partnership, submitted a bid to acquire substantially all of
the assets of the Issuer in accordance with the bidding procedures order entered by the United States Bankruptcy Court in connection
with the Issuer’s bankruptcy case. On August 28, 2017, the Limited Partnership was advised that it was a qualified bidder
and on that same date, was advised that its bid of $2,050,000 was the best and highest bid submitted in the auction for the Issuer’s
assets.
On
August 29, 2017, the United States Bankruptcy Court deferred decision with respect to the proposed sale order approving the sale
of Issuer’s assets to Gallant. An additional hearing with respect to the sale order is scheduled for September 7, 2017.
On
September 6, 2017, the Limited Partnership delivered a letter to Jamieson Karson, Chief Executive Officer of the Issuer, advising
that the Limited Partnership has elected to not challenge the Issuer’s position with respect to the effectiveness of the
actions taken by the Limited Partnership to replace the Issuer’s Board of Directors and has revoked the consent delivered
to the Issuer with its August 13, 2017 letter.
The
foregoing description of the September 6, 2017 letter is a summary, is not complete and is qualified in its entirety by reference
to the text of the September 6, 2017 letter which is attached to this Schedule 13D as Exhibit 9.
Item
7. MATERIAL TO BE FILED AS EXHIBITS
| Exhibit | Description | |
| 1 | Warrant Agreement, dated December 26, 2014, between the Issuer and WealthColony SPV II, L.P. (filed as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2015 and incorporated by reference herein). | |
| 2 | Consulting Agreement between the Issuer and Mighty Joe Marketing, LLC dated January 2, 2015 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2015 and incorporated by reference herein) | |
| 3 | Joint Filing Agreement, dated June 29, 2016 (filed with the Schedule 13D being amended hereby filed with the Securities and Exchange Commission on July 5, 2016 and incorporated by reference herein). |
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