SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

St George Investments LLC, et al. – ‘SC 13G/A’ on 5/22/20 re: Agritek Holdings, Inc.

On:  Friday, 5/22/20, at 3:45pm ET   ·   Accession #:  1567619-20-10989   ·   File #:  5-55461

Previous ‘SC 13G’:  ‘SC 13G/A’ on 3/5/20   ·   Next:  ‘SC 13G/A’ on 6/3/20   ·   Latest:  ‘SC 13G/A’ on 2/26/24

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/22/20  St George Investments LLC         SC 13G/A               1:96K  Agritek Holdings, Inc.            Broadridge Fin’l… Inc/FA
          Fife Trading, Inc.
          John M Fife

Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor   —   Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Acquisition of            HTML     60K 
                Beneficial Ownership by a Passive Investor                       


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Schedule 13G  


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Agritek Holdings, Inc. 

(Name of Issuer)
 
Common Stock, $0.0001 par value

(Title of Class of Securities)
 
00856J202

(CUSIP Number)
 
Calendar Year 2020

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     o  Rule 13d-1(b)
 
     x  Rule 13d-1(c)
 
     o  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).
 


 
 

 
 
CUSIP No.  00856J202      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 St George Investments LLC
26-1868357
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Utah
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 2,071,691
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 2,071,691
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 2,071,691
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.99*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 OO
 

FOOTNOTES
  
 * Reporting Person St. George Investments LLC (“St. George”) has rights to convert a Promissory Note and Warrant into shares of the Issuer’s common stock which, except for a contractual 9.99% cap on the amount of outstanding shares that St. George may own, would exceed the cap. Thus, the number of shares of the Issuer’s common stock beneficially owned by St. George as of the date of this filing was 2,071,691 shares, which is 9.99% of the Issuer's 20,737,652 shares outstanding as of November 22, 2019 (as reported in the Issuer’s Form 10-Q filed on November 25, 2019).
 
 

 
 
CUSIP No.  00856J202      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Fife Trading, Inc.
36-4151891
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Illinois
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 2,071,691
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 2,071,691
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 2,071,691
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.99*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 CO
 

FOOTNOTES
  
 * Reporting person Fife Trading, Inc. is the sole manager of reporting person St. George. St. George has rights to convert a Promissory Note and Warrant into shares of the Issuer’s common stock which, except for a contractual 9.99% cap on the amount of outstanding shares that St. George may own, would exceed the cap. Thus, the number of shares of the Issuer’s common stock beneficially owned by St. George as of the date of this filing was 2,071,691 shares, which is 9.99% of the Issuer's 20,737,652 shares outstanding as of November 22, 2019 (as reported in the Issuer’s Form 10-Q filed on November 25, 2019).
 
 

 
 
CUSIP No.  00856J202      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 John M Fife
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
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
  
 2,071,691
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 2,071,691
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 2,071,691
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.99*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IN
 

FOOTNOTES
  
 * Reporting person John M. Fife is the sole member of reporting person St. George and the president and sole shareholder of Fife Trading, Inc. St. George has rights to convert a Promissory Note and Warrant into shares of the Issuer’s common stock which, except for a contractual 9.99% cap on the amount of outstanding shares that St. George may own, would exceed the cap. Thus, the number of shares of the Issuer’s common stock beneficially owned by St. George as of the date of this filing was 2,071,691 shares, which is 9.99% of the Issuer's 20,737,652 shares outstanding as of November 22, 2019 (as reported in the Issuer’s Form 10-Q filed on November 25, 2019).
 
 

 
 
Item 1.

 
(a)
Name of Issuer
 
 
Agritek Holdings, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
777 Brickell Avenue, Suite 500
Miami, FL 33131

Item 2.

 
(a)
Name of Person Filing
 
 
This report is filed by St. George Investments, LLC, Fife Trading, Inc., and John M. Fife with respect to the shares of the Issuer's Common Stock that are directly beneficially owned by St. George Investments, Inc. and indirectly beneficially owned by the other reporting and filing persons.

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
The address of the principal business office of each reporting and filing person is:

303 East Wacker Drive, Suite 1040
Chicago, IL 60601

 
(c)
Citizenship
 
 
St. George Investments, LLC is a Utah limited liability company.
Fife Trading, Inc. is an Illinois corporation.
John M. Fife is a United States citizen.

 
(d)
Title of Class of Securities
 
 
Common Stock, $0.0001 par value

 
(e)
CUSIP Number
 
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)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
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)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: N/A

 
 
 

 
 
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.

 
(a)
Amount beneficially owned: 2,071,691

 
(b)
Percent of class: 9.99%

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 2,071,691

 
(ii)
Shared power to vote or to direct the vote: 0

 
(iii)
Sole power to dispose or to direct the disposition of: 2,071,691

 
(iv)
Shared power to dispose or to direct the disposition of: 0

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
 
N/A
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
N/A
 
Item 8.
Identification and Classification of Members of the Group
 
N/A
 
Item 9.
Notice of Dissolution of Group
 
N/A
 
 
 

 
 
 
Item 10.
Certification
  
By signing below I certify that, to the best of my 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 solely in connection with a nomination under §240.14a-11.
 
 

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.
 
 
 St. George Investments, LLC
 
    
By:
/s/  John M Fife 
   Name: John M Fife 
   Title:  President 
    
 
 
 
 Fife Trading, Inc.
 
    
By:
/s/  John M Fife 
   Name: John M Fife 
   Title:  President 
    
 
 
 
  
    
By:
/s/  John M Fife 
   Name: John M Fife 
   
    
 
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing    Date    Other Filings
Filed on:5/22/20
11/25/1910-Q
11/22/19
 List all Filings 
Top
Filing Submission 0001567619-20-010989   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Mar. 28, 4:43:01.1am ET