Filing Details
- Accession Number:
- 0001079973-18-000080
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-02 16:38:10
- Filed By:
- Ibex Investors Llc
- Company:
- Coupon Express Inc. (OTCMKTS:CPXP)
- Filing Date:
- 2018-02-02
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| IBEX INVESTORS | 32,275,213 | 0 | 32,275,213 | 0 | 32,275,213 | 11.3% |
| JUSTIN B. BORUS | 32,275,213 | 0 | 32,275,213 | 0 | 32,275,213 | 11.3% |
| IBEX MICROCAP FUND LLLP | 32,275,213 | 0 | 32,275,213 | 0 | 32,275,213 | 11.3% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 5)
Under the Securities Exchange Act of 1934
| Coupon Express, Inc. |
| (Name of Issuer) |
| Common Stock, par value $.001 per share |
| (Title of Class of Securities) |
| 69362W106 |
| (CUSIP Number) |
| December 31, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
| 1 | NAMES OF REPORTING PERSONS | | | ||
| IBEX INVESTORS LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Colorado | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 32,275,213 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 32,275,213 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 32,275,213 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 11.3% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| JUSTIN B. BORUS | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 32,275,213 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 32,275,213 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 32,275,213 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 11.3% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN/HC | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| IBEX MICROCAP FUND LLLP | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 32,275,213 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 32,275,213 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 32,275,213 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 11.3% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| Item 1. | |
(a) Name of Issuer:
Coupon Express, Inc.
(b) Address of Issuer's Principal Executive Office:
303 Fifth Avenue, Suite 206
New York, NY 10016
| Item 2. | |
(a) Name of Person Filing:
Ibex Microcap Fund LLLP ("Ibex Microcap"), formerly known as Lazarus Investment Partners LLLP
Ibex Investors LLC ("Ibex Investors"), formerly known as Lazarus Management Company LLC
Justin B. Borus
(b) Address of Principal Business Office or, if none, Residence:
The business address of each of Ibex Microcap, Ibex Investors and Justin B. Borus is 3200 Cherry Creek South Drive, Suite 670, Denver, Colorado 80209.
(c) Citizenship:
Reference is made to Item 4 of pages 2–4 of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein.
(d) Title of Class of Securities:
Common Stock, par value $0.001 per share
(e) CUSIP Number:
69362W106
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | ☐ | (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | ☐ | (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | ☐ | (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | ☐ | (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| | ☒ | (e) | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | ☐ | (f) | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | ☒ | (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| | ☐ | (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| | ☐ | (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | ☐ | (j) | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
Reference is hereby made to Items 5-9 and 11 of pages 2 - 4 of this Schedule, which Items are incorporated by reference herein.
Ibex Investors is the investment adviser of Ibex Microcap, and consequently may be deemed to have voting control and investment discretion over the securities owned by Ibex Microcap. Justin B. Borus is the manager of Ibex Investors. As a result, Mr. Borus may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Ibex Investors. The foregoing should not be construed in and of itself as an admission by Ibex Investors or Mr. Borus as to beneficial ownership of the shares owned by Ibex Microcap. Each of Ibex Investors and Mr. Borus disclaims beneficial ownership of the securities set forth in this Schedule 13G except to the extent of its or his pecuniary interests therein.
The calculation of percentage of beneficial ownership in Item 11 of pages 2 - 4 was calculated based on 280,535,802 shares of Common Stock outstanding as of July 10, 2013 as reported in the Issuer's Form 10-Q/A filed with the Securities and Exchange Commission on July 24, 2013 plus an additional 5,000,000 shares that could become outstanding upon the conversion of shares of Preferred Stock held by Ibex Microcap.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities soley in connection with a nomination under §240.14a-11.
Signature
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 2, 2018
| |
| IBEX MICROCAP FUND LLLP By: Ibex Investors LLC its general partner |
| |
| By: /s/ Justin B. Borus |
| Name: Justin B. Borus Title: Manager |
| |
| |
| IBEX INVESTORS LLC |
| |
| By: /s/ Justin B. Borus |
| Name: Justin B. Borus Title: Manager |
| |
| |
| /s/ Justin B. Borus |
| Justin B. Borus |
| |
EXHIBIT INDEX
Exhibit A – Joint Filing Undertaking
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.
Dated: February 2, 2018
| |
| IBEX MICROCAP FUND LLLP By: Ibex Investors LLC its general partner |
| |
| By: /s/ Justin B. Borus |
| Name: Justin B. Borus Title: Manager |
| |
| |
| IBEX INVESTORS LLC |
| |
| By: /s/ Justin B. Borus |
| Name: Justin B. Borus Title: Manager |
| |
| |
| /s/ Justin B. Borus |
| Justin B. Borus |
| |
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