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Share Name | Share Symbol | Market | Type |
---|---|---|---|
JRjr33 Inc (CE) | USOTC:JRJRQ | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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SCHEDULE 13D
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Rochon Capital Partners, Ltd.
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Richmont Capital Partners V LP
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2950 North Harwood Street, 22nd Floor
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2950 North Harwood Street, 22nd Floor
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Dallas, Texas 75201
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Dallas, Texas 75201
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Attention: John P. Rochon
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Attention: John Rochon, Jr.
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(469) 913-4115
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(469) 913-4115
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CUSIP No. 46645Q106
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(1)
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Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Rochon Capital Partners, Ltd.
26-0355365
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(2)
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Check the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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¨
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(3)
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SEC Use Only
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(4)
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Source of Funds
OO |
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(5)
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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(6)
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Citizenship or Place of Organization
Texas |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
(7)
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Sole Voting Power
-0- |
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(8)
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Shared Voting Power
14,125,000 (1)(2)(3)(4)
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(9)
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Sole Dispositive Power
-0- |
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(10)
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Shared Dispositive Power
14,125,000 (1)(2)(3)(4) |
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,925,822(1)(2)(3)(4) |
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(12)
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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(13)
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Percent of Class Represented by Amount in Row (11)
55.2% (5) |
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(14)
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Type of Reporting Person
PN |
(1)
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Rochon Capital Partners, Ltd. (“
Rochon Capital
”) directly owns 12,500,000 shares of JRjr33, Inc. common stock, par value $0.0001 per share (the “
Common Stock
”). John Rochon Management, Inc. (“
Rochon Management
”) is the sole general partner of Rochon Capital, and John P. Rochon (“
Mr. Rochon
”) is the sole owner and the President of Rochon Management. Therefore, Rochon Management and Mr. Rochon may be deemed to be beneficial owners of, and share voting and dispositive power over, these 12,500,000 shares.
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(2)
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The 14,162,500 shares of Common Stock consist of the following: (i) 12,500,000 shares are directly owned by Rochon Capital, (ii) 37,500 shares are owned directly by Rochon Management, and (iii) 1,625,000 shares are held by The Tamala L. Longaberger Revocable Trust (the “
Longaberger Trust
”). Pursuant to a voting agreement (the “
Longaberger Voting Agreement
”) between Rochon Capital and the Longaberger Trust, Rochon Capital has the right, until March 18, 2018, to vote all of the 1,625,000 shares held by the Longaberger Trust. As a result, these 1,625,000 shares may be deemed to be beneficially owned by Rochon Capital.
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(3)
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Richmont Capital Partners V LP (“
Richmont Capital
”) directly owns 3,200,000 shares of Common Stock. Richmont Street LLC (“
Richmont Street
”) is the sole general partner of Richmont Capital and John Rochon, Jr. (“
Mr. Rochon, Jr.
”) is the sole owner and the President of Richmont Street. Therefore, Richmont Street and Mr. Rochon, Jr. may
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(4)
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As described in Item 4 of this Schedule 13D, Mr. Rochon and Mr. Rochon, Jr. entered into a voting agreement dated August 9, 2016 (the “
Voting Agreement
”), such that Rochon Capital, Rochon Management, Mr. Rochon, Richmont Capital, Richmont Street and Mr. Rochon, Jr. are deemed to be members of a group for voting purposes under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”).
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(5)
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Percentage calculated based on 36,085,324 shares of Common Stock outstanding as of August 11, 2016.
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CUSIP No. 46645Q106
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(1)
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Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
John Rochon Management, Inc.
20-2083449
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(2)
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Check the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Source of Funds
OO, AF |
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(5)
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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(6)
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Citizenship or Place of Organization
Texas |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
(7)
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Sole Voting Power
-0- |
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(8)
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Shared Voting Power
14,162,500 (1)(2)(3)(4) |
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(9)
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Sole Dispositive Power
-0- |
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(10)
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Shared Dispositive Power
14,162,500 (1)(2)(3)(4) |
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,925,822 (1)(2)(3)(4) |
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(12)
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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(13)
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Percent of Class Represented by Amount in Row (11)
55.2% (5) |
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(14)
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Type of Reporting Person
CO |
CUSIP No. 46645Q106
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(1)
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Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
John P. Rochon
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(2)
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Check the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Source of Funds
OO, AF |
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(5)
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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(6)
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Citizenship or Place of Organization
United States of America |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
(7)
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Sole Voting Power
-0- |
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(8)
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Shared Voting Power
14,162,500 (1)(2)(3)(4) |
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(9)
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Sole Dispositive Power
-0- |
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(10)
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Shared Dispositive Power
14,162,500 (1)(2)(3)(4) |
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,925,822 (1)(2)(3)(4) |
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(12)
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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(13)
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Percent of Class Represented by Amount in Row (11)
55.2% (5) |
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(14)
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Type of Reporting Person
IN |
CUSIP No. 46645Q106
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(1)
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Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only) Richmont Capital Partners V LP 46-1551459 |
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(2)
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Check the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Source of Funds
WC |
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(5)
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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(6)
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Citizenship or Place of Organization
Texas |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
(7)
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Sole Voting Power
-0- |
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(8)
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Shared Voting Power
3,200,000 (1)(2)(3)(4) |
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(9)
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Sole Dispositive Power
-0- |
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(10)
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Shared Dispositive Power
3,200,000 (1)(2)(3)(4) |
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,925,822 (1)(2)(3)(4) |
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(12)
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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(13)
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Percent of Class Represented by Amount in Row (11)
55.2% (5) |
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(14)
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Type of Reporting Person
PN |
CUSIP No. 46645Q106
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(1)
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Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only) Richmont Street LLC 80-0875251 |
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(2)
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Check the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Source of Funds
AF |
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(5)
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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(6)
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Citizenship or Place of Organization
Texas |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
(7)
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Sole Voting Power
-0- |
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(8)
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Shared Voting Power
3,200,000 (1)(2)(3)(4) |
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(9)
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Sole Dispositive Power
-0- |
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(10)
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Shared Dispositive Power
3,200,000 (1)(2)(3)(4) |
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,925,822 (1)(2)(3)(4) |
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(12)
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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(13)
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Percent of Class Represented by Amount in Row (11)
55.2% (5) |
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(14)
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Type of Reporting Person
CO |
CUSIP No. 46645Q106
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(1)
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Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only) John Rochon, Jr. |
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(2)
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Check the Appropriate Box if a Member of a Group
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(a)
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x
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Source of Funds
OO, AF |
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(5)
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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(6)
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Citizenship or Place of Organization
United States of America |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
(7)
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Sole Voting Power
2,563,322 (1)(2)(3)(4) |
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(8)
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Shared Voting Power
3,200,000 (1)(2)(3)(4) |
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(9)
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Sole Dispositive Power
2,563,322 (1)(2)(3)(4) |
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(10)
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Shared Dispositive Power
3,200,000 (1)(2)(3)(4) |
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,925,822 (1)(2)(3)(4) |
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(12)
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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(13)
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Percent of Class Represented by Amount in Row (11)
55.2% (5) |
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(14)
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Type of Reporting Person
IN |
Item 5.
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Interest in Securities of the Issuer.
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Rochon Capital, Rochon Management and Mr. Rochon
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(i (i) Sole power to vote or to direct the vote: 0
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(ii) Shared power to vote or to direct the vote: 14,162,500
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(iii) Sole power to dispose or to direct the disposition of: 0
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(iv) Shared power to dispose or to direct the disposition of: 14,162,500
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Richmont Capital and Richmont Street
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(i (i) Sole power to vote or to direct the vote: 0
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(ii) Shared power to vote or to direct the vote: 3,200,000
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(iii) Sole power to dispose or to direct the disposition of: 0
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(iv) Shared power to dispose or to direct the disposition of: 3,200,000
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Mr. Rochon, Jr.
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(i) Sole power to vote or to direct the vote: 2,563,322
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(ii) Shared power to vote or to direct the vote: 3,200,000
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(iii) Sole power to dispose or to direct the disposition of: 2,563,322
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(iv) Shared power to dispose or to direct the disposition of: 3,200,000
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Item 7.
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Materials to be Filed as Exhibits.
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Exhibit 2
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Third Amendment to Share Exchange Agreement, dated as of December 1, 2014 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-36755) filed with the Commission on December 3, 2014).
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Exhibit 3
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Convertible Subordinated Unsecured Promissory Note, dated December 12, 2012, in the original principal amount of $20,000,000, from Computer Vision Systems Laboratories, Corp., a Florida corporation (as Maker), to Richmont Capital Partners V LP, a Texas limited partnership (as Payee) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company with the Commission on December 18, 2012).
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Exhibit 10
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Equity Contribution Agreement, dated as of June 18, 2013, between Rochon Capital Partners, Ltd., a Texas limited partnership, and CVSL Inc., a Florida corporation (incorporated by reference to Exhibit 10 to a Schedule 13D filed by Rochon Capital with the Commission on June 27, 2013).
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Exhibit 11
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Equity Contribution Agreement, dated November 12, 2013, between Rochon Capital Partners, Ltd., a Texas limited partnership, and CVSL Inc., a Florida corporation (incorporated by reference to Exhibit 13 to a Schedule 13D filed by Rochon Capital with the Commission on March 31, 2014).
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Exhibit 12
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Equity Contribution Agreement, dated May 1, 2014, between Rochon Capital Partners, Ltd., a Texas limited partnership, and CVSL Inc., a Florida corporation (incorporated by reference to Exhibit 10 to a Schedule 13D filed by Rochon Capital with the Commission on May 7, 2014).
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Exhibit 16
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Joint Filing Agreement, dated as of August 29, 2016, by and among the Reporting Persons
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Date: August 29, 2016
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ROCHON CAPITAL PARTNERS, LTD.
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By:
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John Rochon Management, Inc., its sole general partner
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By:
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/s/ John P. Rochon
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John P. Rochon, President
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Date: August 29, 2016
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JOHN ROCHON MANAGEMENT, INC.
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By:
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/s/ John P. Rochon
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John P. Rochon, President
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Date: August 29, 2016
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/s/ John P. Rochon
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John P. Rochon
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Date: August 29, 2016
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RICHMONT CAPITAL PARTNERS V LP
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By:
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Richmont Street LLC, its sole general partner
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By:
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/s/ John Rochon, Jr.
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John Rochon, Jr., President
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Date: August 29, 2016
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RICHMONT STREET LLC
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By:
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/s/ John Rochon, Jr.
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John Rochon, Jr. President
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Date: August 29, 2016
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/s/ John Rochon, Jr.
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John Rochon, Jr.
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1.
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The Schedule 13D with respect to the common stock, par value $0.0001 per share, of JRjr33, Inc. (to which this Joint Filing Agreement is an exhibit) is filed on behalf of each of the Reporting Persons.
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2.
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Each of the Reporting Persons is responsible for the timely filing of Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such Person contained therein, provided that each such Person is not responsible for the completeness or accuracy of the information concerning any of the other Reporting Persons, unless such Person knows or has reason to believe that such information is inaccurate.
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Date: August 29, 2016
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ROCHON CAPITAL PARTNERS, LTD.
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By:
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John Rochon Management, Inc., its sole general partner
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By:
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/s/ John P. Rochon
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John P. Rochon, President
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Date: August 29, 2016
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JOHN ROCHON MANAGEMENT, INC.
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By:
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/s/ John P. Rochon
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John P. Rochon, President
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Date: August 29, 2016
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/s/ John P. Rochon
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John P. Rochon
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Date: August 29, 2016
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RICHMONT CAPITAL PARTNERS V LP
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By:
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Richmont Street LLC, its sole general partner
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By:
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/s/ John Rochon, Jr.
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John Rochon, Jr., President
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Date: August 29, 2016
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RICHMONT STREET LLC
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By:
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/s/ John Rochon, Jr.
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John Rochon, Jr., President
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Date: August 29, 2016
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/s/ John Rochon, Jr.
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John Rochon, Jr.
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1 Year JRjr33 (CE) Chart |
1 Month JRjr33 (CE) Chart |
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