NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,199,356,696 (2) (3) (4)
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
1,199,356,696 (2) (3) (4)
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,199,356,696 (2) (3) (4)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.61% (2) (3) (4)
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
(1)
|
On September
30, 2016 and effective as of November 10, 2016 (the “Effective Date”), Veriteq Corporation (the “Company”)
executed a Senior Secured Credit Facility Agreement (the “Credit Agreement”) by and among the Company, Brace
Shop LLC, a limited liability company organized under the laws of the State of Florida, Braceshop Real Estate Holdings
LLC, a Florida limited liability company, and TCA Global Credit Master Fund LP, a limited partnership organized and existing
under the laws of the Cayman Islands, as lender (“TCA Fund”). Pursuant to the Credit Agreement, TCA Fund agreed
to loan the Company up to $1,000,000.00.
On the Effective Date, in connection with the
Credit Agreement, Ms. Lynn Shapiro (“Shapiro”) and TCA Fund entered into a Pledge and Escrow Agreement whereby Shapiro
pledged 849 shares of Series E Preferred Stock of the Company (the “Series E Preferred”) in favor of TCA Fund. The
Series E Preferred votes together with the common stock of the Company and is equal to 84.9% of the voting control of the Company.
The Series E Preferred is convertible into 84.9% of the issued and outstanding capital stock of the Company.
On August
18, 2017 (the “Pledge Date”), TCA Fund provided notice to the Company and Shapiro of an Event of Default (as
defined in the Credit Agreement) under the terms and conditions of the Credit Agreement, which occurred and remained continuing
and uncured for non-payment. Accordingly, on or about the Pledge Date, TCA Fund demanded the Escrow Agent under the terms
of the Pledge and Escrow Agreement, to deliver to TCA Fund the Series E Preferred, along with all applicable Transfer
Documents (as defined in the Pledge Agreement), and TCA Fund became the registered owner of the Series E Preferred in
accordance with the terms of the Pledge Agreement.
|
|
|
(2)
|
The Series E Preferred grants TCA Fund the right to vote together with the holders of common stock of the
Company as a single class. As such, the 849 shares of Series E Preferred issued to TCA Fund provide TCA Fund with 84.9% of the
voting power of the Company. As a result, the issuance of the 849 shares of Series E Preferred pursuant to the Pledge and Escrow
Agreement resulted in a change in control of the Company on the Pledge Date.
|
(3)
|
Based
on 27,988,804 votes of Series D Preferred Stock of the Company as of September 30, 2016, 1,383,715,403 votes of Series E
Preferred of the Company as of September 30, 2016, and 965,635 votes of common stock of the Company as of February 3, 2017,
totaling aggregate votes of capital stock of the Company equal to 1,412,669,842.
|
|
|
(4)
|
There remains an open
question regarding whether the Series E Preferred shares were duly and legally transferred to the ownership of TCA Fund. Notwithstanding
this, TCA Fund is making this filing and disclosing the transfer of shares out of an abundance of caution and with a view toward
making full and adequate disclosure.
|
Item
1 Security and Issuer.
The
statement relates to 849 shares of Series E Preferred Stock of the Company par value $0.01 per share (the “Series E Preferred”).
The principal executive office of the Company is located at 6560 W. Rogers Circle, Suite 19, Boca Raton, Florida.
Item
2 Identity and Background
The
Statement is being filed by TCA Global Credit Master Fund L.P. a Cayman Islands limited partnership (“TCA Fund”).
TCA
Fund’s address is as follows:
3960
Howard Hughes Parkway, Suite 500
Las
Vegas, NV 89169
TCA
Fund is a short duration, absolute return fund specializing in senior secured lending and advisory services to small, publicly
listed companies predominately in the U.S., Canada, Western Europe and Australia.
During
the last five years neither TCA Fund nor any of its representatives has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding he 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.
Item
3 Source and Amount of Funds or Other Consideration.
TCA
Fund acquired the reported shares of Series E Preferred as follows:
On
September 30, 2016 and effective as of November 10, 2016 (the “Effective Date”), Veriteq Corporation (the “Company”)
executed a Senior Secured Credit Facility Agreement (the “Credit Agreement”) by and among the Company, Brace Shop
LLC, a limited liability company organized under the laws of the State of Florida, Braceshop Real Estate Holdings LLC, a Florida
limited liability company, and TCA Global Credit Master Fund LP, a limited partnership organized and existing under the laws of
the Cayman Islands, as lender (“TCA Fund”). Pursuant to the Credit Agreement, TCA Fund agreed to loan the Company
up to $1,000,000.00.
On the Effective Date, in connection with
the Credit Agreement, Ms. Lynn Shapiro (“Shapiro”) and TCA Fund entered into a Pledge and Escrow Agreement whereby
Shapiro pledged 849 shares of Series E Preferred Stock of the Company (the “Series E Preferred”) in favor of TCA Fund.
The Series E Preferred votes together with the common stock of the Company and is equal to 84.9% of the voting control of the
Company. The Series E Preferred is convertible into 84.9% of the issued and outstanding capital stock of the Company.
On
August 18, 2017 (the “Pledge Date”), TCA Fund provided notice to the Company and Shapiro of an Event of Default (as
defined in the Credit Agreement) under the terms and conditions of the Credit Agreement, which occurred and remained continuing
and uncured for non-payment. Accordingly, on or about the Pledge Date, TCA Fund demanded the Escrow Agent under the terms of the
Pledge and Escrow Agreement, to deliver to TCA Fund the Series E Preferred, along with all applicable Transfer Documents (as defined
in the Pledge Agreement), and TCA Fund became the registered owner of the Series E Preferred in accordance with the terms of the
Pledge Agreement.
Item
4 Purpose of Transaction.
The
purpose of the acquisition of the securities of the Company by TCA Fund is the repayment of certain loans made by TCA Fund to
the Company under the terms and conditions of the Credit Agreement and related Transaction Documents (as defined in the Credit
Agreement).
As of the date hereof, TCA Fund does not have
any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities of the Company,
or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change
in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business
or corporate structure; (g) any change in the Company’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company 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; (i) a class of equity securities of the Company becoming eligible for termination of
registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item
5 Interest in Securities of the Issuer.
(a) As of the date hereof, TCA Fund holds
849 shares of Series E Preferred of the Company and such amount represents 84.9% of the total issued and outstanding shares of
the Company’s capital stock. As of the date hereof, the shares of Series E Preferred held by TCA Fund represents a majority
of the voting equity of the Company.
(b)
The Investment Manager of TCA Fund, TCA Management, holds sole voting and dispositive power over the shares of Series E Preferred.
Bob Press is the Chief Executive Officer of TCA Management.
(c)
Other than disclosed below, there were no transactions by TCA Fund in the Company capital stock during the last 60 days:
(d)
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 Company owned by TCA Fund.
(e)
Not applicable.
Item
6 Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.
To
the knowledge of TCA Fund, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including
but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies between Mr. Press
and/or any other person, with respect to any securities of the Company.
Item
7 Material to be Filed as Exhibits.
None.
SIGNATURES
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.
TCA
GLOBAL CREDIT MASTER FUND LP
Date:
March 26, 2018
|
|
|
|
/s/
Bob Press
|
|
Name:
Bob Press
|
|
Title:
Chief Executive Officer
|
|
5
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