1
|
NAME OF REPORTING PERSON
The Brewer Group, Inc.
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Minnesota
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
92,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
92,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON
92,000
|
12
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.7%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
BSI Wealth Management
LLC
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
92,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
92,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON
92,000
|
12
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.7%
|
|
14
|
TYPE OF REPORTING PERSON
IA,OO
|
|
|
|
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
Jack Brewer
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
92,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
92,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON
92,000
|
12
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.7%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
This
Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends the Schedule 13D filed with the SEC by the Reporting
Persons on December 15, 2017 (the “Original Schedule 13D”).
Capitalized
terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Original Schedule 13D.
Except as specifically
amended by this Amendment No.1, the Original Schedule 13D is unchanged.
Item 3. Source and
Amount of Funds or Other Consideration.
Item
3 of the Original Schedule 13D is hereby amended as follows:
The Common Stock reported herein as being
beneficially owned by the Reporting Persons was acquired by the Reporting Persons as compensation for certain services rendered
to the Company pursuant to endorsement and business development contracts.
Item 4. Purpose of
Transaction.
Item
4 of the Original Schedule 13D is hereby amended as follows:
“Between
September 2015 and December 2016, the Reporting Persons acquired shares of Common Stock for investment purposes because they believed
such shares represented an attractive investment opportunity, as well as acquired shares of Common Stock as compensation for certain
services rendered to the Company pursuant to endorsement and business development contracts. During this period, the Reporting
Persons inadvertently acquired shares of Common Stock which caused the Reporting Persons to beneficially own more than 5% of the
Company’s outstanding shares of Common Stock. Specifically, on February 15, 2016, the Reporting Persons acquired 107,500
shares of Common Stock as compensation for services provided to the Company pursuant to endorsement contracts. As of February 15,
2016, the Reporting Persons beneficially owned 423,500 shares of Common Stock, which represented approximately 5.1% of the Company’s
outstanding shares of Common Stock based on 8,362,903 shares of Common Stock outstanding as of January 21, 2016, as reported in
the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the
“SEC”) on January 26, 2016.
Between
December 31, 2016 and January 5, 2017, the Reporting Persons sold 100,000 shares of Common Stock for an aggregate of approximately
$49,766 in open market transactions, which reduced their beneficial ownership below 5% of the Company’s outstanding shares
of Common Stock. As of January 5, 2017, the Reporting Persons beneficially owned 410,500 shares of Common Stock, which represented
approximately 4.2% of the Company’s outstanding shares of Common Stock based on 9,710,522 shares of Common Stock outstanding
as of January 3, 2017, as reported in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on
January 6, 2017.
Between
January 2017 and November 2017, the Reporting Persons continued to sell Common Stock in open market transactions and continued
to beneficially own below 5% of the Company’s outstanding shares of Common Stock. As of November 6, 2017, the Reporting Persons
beneficially own 92,000 shares of Common Stock, which represent approximately 0.7% of the Company’s outstanding shares of
Common Stock based on 12,282,136 shares of Common Stock outstanding as of February 14, 2017, as reported in the Company’s
Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on February 17, 2017.”
Item
5. Interest in Securities of the Issuer.
Item
5(a), (b) and (c) of the Original Schedule 13D are hereby amended as follows:
“(a)
As of November 6, 2017, the Reporting Persons beneficially own 92,000 shares of Common Stock, which represent approximately 0.7%
of the Company’s outstanding shares of Common Stock. The foregoing percentage is calculated based on 12,282,136 shares of
Common Stock outstanding as of February 14, 2017, as reported in the Company’s Prospectus Supplement filed pursuant to Rule
424(b)(5) with the SEC on February 17, 2017.
(b) Mr.
Brewer, as the Chief Executive Officer and Portfolio Manager of The Brewer Group, Inc., may direct the vote and disposition of
the 92,000 shares of Common Stock beneficially owned by The Brewer Group, Inc. Mr. Brewer, as the managing member of Brewer Sports
International, LLC, which is the managing member of BSI Wealth Management LLC, may direct the vote and disposition of the 92,000
shares of Common Stock beneficially owned by BSI Wealth Management LLC.
See
also Item 2 above.
(c)
While this Schedule 13D is being filed as of January 5, 2017, on November 6, 2017, as part of its process of withdrawing as a registered
investment advisor, BSI Wealth Management LLC transferred discretionary voting and investment authority over 238,500 shares of
Common Stock to its advisory clients. As of November 6, 2017, the Reporting Persons beneficially own 92,000 shares of Common Stock,
which represent approximately 0.7% of the Company’s outstanding shares of Common Stock based on 12,282,136 shares of Common
Stock outstanding as of February 14, 2017, as reported in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5)
with the SEC on February 17, 2017.”
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this
Amendment No. 1 to Statement on Schedule 13D is true, complete and correct.
Dated:
December 18, 2017
|
THE
BREWER GROUP, INC.
|
|
|
|
|
By:
|
/s/ Jack Brewer
|
|
|
Name: Jack Brewer
|
|
|
Title: Chief Executive Officer
|