Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Cronus Equity Capital Group LLC

590 Madison Ave., 21^st Floor

New York, NY 10022

Attn: Paul H. Feller

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 22, 2023

(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 Rule 13d-1(e), 13d-1(f) or 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 240.13d-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 (the “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).

The principal business of CECG is to invest in equity and equity-related securities and other securities of any kind or nature. Mr. Feller’s principal occupation is serving as CEO of ICARO Media Group (“ICARO”), a company which provides software-as-a-service platforms and artificial intelligence-powered direct-to-consumer products to businesses in the media and telecommunications sector.

(d)	During the past five years, neither the Reporting Persons, nor to the best of each Reporting Person’s knowledge, any other person identified in response to this Item 2, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

Other than as set forth in Schedule I, during the past five years, neither the Reporting Persons, nor, to the best of each Reporting Person’s knowledge, any other person identified in response to this Item 2, has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such person 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 violation with respect to such laws.

CECG was formed for the initial purpose of investing in one or more entities that provide media technology and integration products and services to media companies.  CECG's sole investment to date is its investment in the Issuer.

In November 2023, CECG and the Issuer held discussions relating to preliminary, non-binding terms of an investment by CECG in the Issuer’s capital stock. As a result of these discussions, the Issuer intends to issue up to 24,727,361 shares of its Common Stock to CECG which would represent approximately 51.0% of the Issuer’s issued and outstanding shares of Common Stock upon the completion of such issuance and sale. On November 22, 2023, CECG and the Issuer entered into two subscription agreements (the “Subscription Agreements”) pursuant to which 15,838,441 shares of Common Stock (the “First Tranche”) were issued to CECG on November 22, 2023. Pursuant to the Subscription Agreements, CECG acquired the First Tranche at a price of $0.1618 per share, for a total price of $2,562,659.76. The Issuer and CECG expect to complete the sale and purchase of a further 8,888,920 shares of Common Stock (the “Second Tranche”) at the same price per share, subject to the successful negotiation and execution of definitive subscription agreements to govern such transaction.

 In addition, the Issuer and ICARO (of which Mr. Feller is the CEO) have held discussions from time-to-time regarding potential strategic transactions between the two companies, including commercial arrangements, joint investments and a possible combination of the two companies (each, a “Potential Transaction”).  Each of the Issuer and ICARO intend to continue such conversations, including in the near term.   However, the Issuer and ICARO have not entered into any definitive agreement with respect to, or agreed on the terms and conditions of, any Potential Transaction, and the terms and conditions of any such Potential Transaction would be subject to negotiation to the extent the parties determine to proceed therewith.  There can be no assurance that the parties will reach agreement with respect to the terms and conditions of, or enter into a definitive agreement providing for, any Potential Transaction.  Any Potential Transaction would be subject to the approval of the Issuer’s Board and, if the Potential Transaction is a business combination, approval of the Issuer’s stockholders.

The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein relating to a Potential Transaction or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.

 

Mr. Feller disclaims beneficial ownership of the securities referred to in this Schedule 13D, and the filing of this Schedule 13D shall not be construed as an admission that Mr. Feller is, for the purpose of Section 13D or 13G of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by Schedule 13D.

SCHEDULE I

Schedule of Litigation