Filing Details
- Accession Number:
- 0001654954-17-000343
- Form Type:
- 13D Filing
- Publication Date:
- 2017-01-18 17:00:53
- Filed By:
- Phipps David
- Company:
- Nextplat Corp
- Filing Date:
- 2017-01-18
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| David Phipps | 12,339,840 | 0 | 12,339,840 | 0 | 12,339,840 | 17.55% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ORBITAL TRACKING CORP.
(Name
of Issuer)
Common Stock
(Title
of Class of Securities)
68558X 100
(CUSIP
Number)
David
Phipps
c/o
Orbital Tracking Corp.
18851
NE 29th
Avenue, Suite 700
(305) 560-5355
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
With Copies To:
Harvey
Kesner, Esq.
Sichenzia
Ross Ference Kesner LLP
61
Broadway, Floor 32
New
York, NY 10006
Tel:
(212) 930-9700
Fax:
(212) 930-9725
December 16, 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 §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 (“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. 68558X 100
| 1. | Name of
Reporting Person |
| | David
Phipps |
| 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 |
UK
| Number
of Shares
Beneficially Owned
by Each
Reporting Person
With | 7. | Sole
Voting Power 12,339,840
(1) |
| 8. | Shared
Voting Power 0 | |
| 9. | Sole
Dispositive Power 12,339,840
(1) | |
| 10. | Shared
Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| | 12,339,840
(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) |
| | 17.55%
(2) |
| 14. | Type of
Reporting Person (See Instructions) |
IN
| (1) | Includes
2,339,840 shares of common stock and options to purchase 10,000,000
shares of common stock. The options have an exercise
price of $0.01 per share, vest immediately, and have a term of 10
years. Does not include 62,480,160 shares of common stock
underlying 6,248,016 shares of Series E Preferred Stock which are
subject to a 4.99% beneficial ownership limitation. |
| (2) | Based
on 60,332,314 shares outstanding as of January 18,
2017. |
|
Item 1. |
Security and Issuer |
This
Schedule 13D relates to shares of the common stock, $.0001 par
value per share, of Orbital Tracking Corp., a Nevada corporation
(the "Issuer"). The address of the principal executive office of
the Issuer is 18851 NE 29th Avenue, Suite 700, Aventura, FL
33180.
|
Item 2. |
Identity and Background |
| (a) | This
statement is being filed by David Phipps (the “Reporting
Person”). |
| (b) | The
Reporting Person’s principal business address is c/o Orbital
Tracking Corp., 18851 NE 29th Avenue, Suite 700, Aventura, FL
33180. |
| (c) | The
Reporting Person is the Chief Executive Officer, President and
Chairman of the Board of Directors of the
Issuer. |
| (d) | During
the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
| (e) | During
the last five years, the Reporting Person has 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
Kingdom |
|
Item 3. |
Source and Amount of Funds or Other Consideration |
On
February 19, 2015, in connection with the Company’s share
exchange agreement with Global Telesat Communications
Limited (“GTCL”) and the owners of GTCL, the Company
issued the Reporting Person 400,000 shares of the Company’s
common stock and 6,692,000 shares of Series E Preferred Stock,
convertible into 66,920,000 shares of common stock with a 4.99%
beneficial ownership blocker. On December 16, 2016, the
Issuer issued the Reporting Person options to purchase up to
10,000,000 shares of common stock as partial compensation for the
Reporting Person’s services to the Issuer. The options
were issued outside of the Company’s 2014 Equity Incentive
Plan and are not governed by the Plan. The options have
an exercise price of $0.01 per share, vest immediately, and have a
term of 10 years.
|
Item 4. |
Purpose of Transaction |
All of
the Issuer’s securities owned by the Reporting Person has
been acquired for investment purposes only. Except as set
forth above, the Reporting Person has 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 Person may, at any time, review or reconsider
their positions with respect to the Issuer and formulate plans or
proposals with respect to any of such matters, but have no present
intention of doing so.
|
Item 5. |
Interest in Securities of the Issuer |
| (a) | As of
the date hereof, the Reporting Person beneficially owns 12,339,840
shares of the Issuer’s common stock, which represents
approximately 17.55% of the Issuer’s common
stock. |
| (b) | The
Reporting Person is deemed to hold sole voting and dispositive
power over 12,339,840 shares of the Issuer’s common
stock |
| (c) | None. |
| (d) | To the
best knowledge of the Reporting Person, no person other than the
Reporting Person has the right to receive, or the power to direct
the receipt of, dividends from, or the proceeds from the sale of
the 12,339,840 shares of common stock reported in Item
5(a). |
| (e) | Not
applicable. |
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer |
On
February 19, 2015, in connection with the Company’s share
exchange agreement with GTCL and the owners of GTCL, the
Company issued the Reporting Person 400,000 shares of the
Company’s common stock and 6,692,000 shares of Series E
Preferred Stock, convertible into 66,920,000 shares of common stock
with a 4.99% beneficial ownership blocker. On December 16,
2016, the Company issued the Reporting Person options to purchase
up to 10,000,000 shares of common stock. The options were issued
outside of the Company’s 2014 Equity Incentive Plan and are
not governed by the Plan. The options have an exercise price of
$0.01 per share, vest immediately, and have a term of 10
years.
|
Item 7. |
Material to Be Filed as Exhibits |
None.
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: January
18, 2017 | | /s/ David
Phipps | |
| | | David
Phipps | |