Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 3*)

 

 

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)

May 16, 2018**

(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 Persons 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).

**

This report on Schedule 13D is being filed to report holdings which, as a result of administrative error, were not identified as requiring a filing on Schedule 13D at the time such reports were due. Upon discovering this oversight, the reporting person promptly took steps to file this Schedule 13D, which reflects information that should have been reported at May 16, 2018, November 30, 2018 and April 12, 2019. See Item 4 of the disclosure for additional information.

 

 

 

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   44,968,638.441
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   44,968,638.441

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   44,968,638.441
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 60.41,2
14.		Type of Reporting Person (See Instructions)   PN

 

1	As of April 12, 2019. Held in the form of 2,811,866.44 shares of common stock and certain convertible notes which, as of April 12, 2019, were convertible into 42,156,772 shares of common stock.

2	Based on 32,311,887 shares outstanding, per the Issuers Form 10-Q-K dated April 22, 2019, plus 42,156,772 shares 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   44,968,638.441
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   44,968,638.441

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   44,968,638.441
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 60.41,2
14.		Type of Reporting Person (See Instructions)   CO

 

1	As of April 12, 2019. Held in the form of 2,811,866.44 shares of common stock and certain convertible notes which, as of April 12, 2019, were convertible into 42,156,772 shares of common stock.

2	Based on 32,311,887 shares outstanding, per the Issuers Form 10-Q-K dated April 22, 2019, plus 42,156,772 shares 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   44,968,638.441
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   44,968,638.441

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   44,968,638.441
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 60.41,2
14.		Type of Reporting Person (See Instructions)   IA/CO

 

1	As of April 12, 2019. Held in the form of 2,811,866.44 shares of common stock and certain convertible notes which, as of April 12, 2019, were convertible into 42,156,772 shares of common stock.

2	Based on 32,311,887 shares outstanding, per the Issuers Form 10-Q-K dated April 22, 2019, plus 42,156,772 shares 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 3) 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) and the Amended Schedule 13D filed by the Reporting Persons on September 18, 2017 (Amendment 2) 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 3 shall have the meanings set forth in the Initial Schedule 13D, Amendment 1 and/or Amendment 2. 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 3 includes 2,811,866.44 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 April 12, 2019, the Reporting Persons had acquired from the Issuer Convertible Notes in an aggregate principal amount of $18,504,967 and the total accrued but unpaid interest on such Convertible Notes was $2,328,106. 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 and Amendment 2, the following transactions have occurred:

On May 16, 2018, pursuant to the Convertible Note, as amended and restated on May 8, 2017, attached as Exhibit 99.3 to Amendment 1 and incorporated by reference herein, the Reporting Persons purchased Convertible Notes from the Issuer in the amount of $1,500,000, convertible into 2,500,000 shares of Common Stock. As a result, the reporting persons beneficially owned 22,696,475.44 shares of Common Stock, held in the form of 2,811,866.44 shares of Common Stock and convertible notes which, as of May 16, 2019, were convertible into 19,884,609 shares of Common Stock, constituting 43.5 percent of the class of Common Stock (based on the Issuers Form 10Q dated April 19, 2018).

On November 30, 2018 the Issuer and the Reporting Persons entered into a Securities Purchase Amendment Agreement (the SPAA) pursuant to which the Issuer agreed to issue to the Reporting Persons additional Convertible Notes (the Additional Convertible Notes) of up to $10,000,000, subject to certain terms and conditions, with each portion of the principal amount advanced pursuant to the Additional Convertible Notes bearing interest at the rate of twelve percent (12%) per annum and payable monthly in arrears to the Reporting Persons. Outstanding principal and interest will continue to be secured by the general security agreement dated September 26, 2016, which forms a part of the SPA (as defined in the Initial Schedule 13D). The holder of the Additional Convertible Notes may also elect from time to time to convert all or a portion of the outstanding principal and interest into common shares of the Issuer at a 25% discount to the average closing price of the common shares during the 10 trading days immediately prior to the applicable conversion date. The Additional Convertible Notes will mature on May 31, 2020. (When referred to collectively, the Convertible Notes and Additional Convertible Notes are referred to as Convertible Notes.)

On November 30, 2018, pursuant to the SPAA, the Reporting Persons purchased from the Issuer the first tranche of the Additional Convertible Notes in the amount of $3,400,780, convertible into 11,088,800 shares of Common Stock. As a result, the Reporting Persons beneficially owned 33,785,275.44 shares of Common Stock, held in the form of 2,811,866.44 shares of Common Stock and Convertible Notes which, as of November 30, 2018, were convertible into 30,973,409 shares of Common Stock, constituting 53.4 percent of the class of Common Stock (based on the Issuers Form 10Q dated October 22, 2018).

On April 12, 2019, pursuant to the SPAA, the Reporting Persons purchased from the Issuer the second tranche of the Additional Convertible Notes in the amount of $2,804,187, convertible into 12,089,425 shares of Common Stock. As a result, the Reporting Persons beneficially owned 44,968,638.44 shares of Common Stock, held in the form of 2,811,866.44 shares of Common Stock and convertible notes which, as of April 12, 2019, were convertible into 42,156,772 shares of Common Stock, constituting 60.4 percent of the class of Common Stock (based on the Issuers Form 10Q dated April 22, 2019).

CUSIP No. 89616C201

 

As of the date of this Amendment 3, 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 issuers business or corporate structure; (vi) changes in the issuers 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 2, the Reporting Persons have engaged in no other transactions in the Issuers 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 1.

 

(e)	Not applicable.

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

Except for the matters discussed in this Amendment 3, the Initial Schedule 13D, Amendment 1, Amendment 2 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

Convertible Note, as amended and restated on May 8, 2017 (incorporated by reference to Exhibit 99.3 to Amendment 1 filed by the Reporting Persons on September 14, 2017).

 

Exhibit 99.3

Securities Purchase Amendment Agreement date November 30, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Trident Brands Inc. on December 5, 2018).

CUSIP No. 89616C201

 

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 5th 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

Convertible Note, as amended and restated on May 8, 2017 (incorporated by reference to Exhibit 99.3 to Amendment 1 filed by the Reporting Persons on September 14, 2017).

 

Exhibit 99.3

Securities Purchase Amendment Agreement date November 30, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Trident Brands Inc. on December 5, 2018).