13D Filing: Wealthcolony SPV II, L.P. and Soupman Inc. (SOUP)

 

Item
4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Funds for the purchase of the securities reported herein were derived from the available working capital of
the Limited Partnership and the personal funds of Jeffrey Freedman.

 

Item
5. PURPOSE OF TRANSACTION

 

On
December 26, 2014, the Issuer issued a Warrant (the “Warrant”) to WealthColony SPV II, L.P. (the “Limited Partnership”)
pursuant to which the Limited Partnership was granted the right to purchase up to 8,750,000 shares of the Issuer’s Series
B Convertible Preferred Stock at a purchase price of $.20 per share. The Series B Convertible Preferred Stock has an initial conversion
price of $.02 per share, subject to adjustment as provided in the Certificate of Designations, Rights and Preferences filed by
the Issuer with the Delaware Secretary of State in connection with the establishment of the Series B Convertible Preferred Stock.
The Warrant provides that if at the end of any thirty (30) day period following the Issue Date (December 26, 2016) the Limited
Partnership has not exercised the Warrant for $291,666 of Series B Convertible Preferred Stock (after taking into account all
prior exercises) for each such thirty (30) day period, the number of shares subject to the Warrant is subject to reduction. The
Limited Partnership has exercised the Warrant for the requisite amount of Series B Preferred Stock and thus no reduction in the
number of shares subject to the Warrant has been or will be made. The Warrant expires on August 24, 2016. The Limited Partnership
acquired 6,375,440 shares of Series B Preferred Stock pursuant to exercises of the Warrant. The Limited Partnership converted
such shares of Series B Preferred Stock into Common Stock at a conversion price of $.02 per share on the dates and in the denominations
set forth.

 

		No. of Shares of		No. of Shares of
		Class B Preferred		Common Stock
Date		Stock Converted		Issued Upon Conversion
4-11-16		4,500,440		45,004,400
6.10-16		1,220,000		12,200,000
6-18-16		655,000		6,550,000

 

On
January 2, 2015, the Issuer entered into a six month Consulting Agreement with Mighty Joe Marketing LLC (the “Consultant”),
an affiliate of Joseph Hagan and Jeffrey Freedman, pursuant to which the Consultant agreed to render such advice and services
in connection with shareholder relations as the Issuer may request. The description of such Consulting Agreement is hereby qualified
in its entirety by reference to Exhibit 2 hereto. The Issuer has issued an aggregate of 2,270,000 shares of the Company’s
Common Stock to the Consultant.