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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/18/20 Fengate Trident LP SC 13D/A 2:473K Trident Brands Inc. Toppan Merrill/FA Fengate Capital Management Ltd. Fengate Trident GP Inc. |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment No. 8 to Schedule 13D HTML 46K 2: EX-99.6 Miscellaneous Exhibit HTML 6K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 8*)
Trident Brands, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
(CUSIP Number)
Fengate Capital Management Ltd.
2275 Upper Middle Road East, Suite 700
Oakville, Ontario, L6H 0C3
Canada
(905) 491-6599
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨**
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. The information required on 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. 89616C201
| 1. |
Names of Reporting Persons
Fengate Trident LP | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
OO | |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |
| 6. |
Citizenship or Place of Organization
Ontario limited partnership |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
| 8. |
Shared Voting Power
2,811,886.44 | |||
| 9. |
Sole Dispositive Power
0 | |||
| 10. |
Shared Dispositive Power
2,811,886.44 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,811,886.44 | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
Approximately 8.7%1 | |
| 14. |
Type of Reporting Person (See Instructions)
PN |
| 1 | Based on 32,311,887 shares outstanding, per the Issuer’s Form 10-Q dated October 20, 2020. |
C:
CUSIP No. 89616C201
| 1. |
Names of Reporting Persons
Fengate Trident GP Inc. | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
OO | |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |
| 6. |
Citizenship or Place of Organization
Ontario corporation |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
| 8. |
Shared Voting Power
2,811,886.44 | |||
| 9. |
Sole Dispositive Power
0 | |||
| 10. |
Shared Dispositive Power
2,811,886.44 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,811,886.44 | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
Approximately 8.7%1 | |
| 14. |
Type of Reporting Person (See Instructions)
CO |
| 1 | Based on 32,311,887 shares outstanding, per the Issuer’s Form 10-Q dated October 20, 2020. |
C:
CUSIP No. 89616C201
| 1. |
Names of Reporting Persons
Fengate Capital Management Ltd. | |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |
| 3. |
SEC Use Only
| |
| 4. |
Source of Funds (See Instructions)
OO | |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |
| 6. |
Citizenship or Place of Organization
Ontario corporation |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 | ||
| 8. |
Shared Voting Power
2,811,886.44 | |||
| 9. |
Sole Dispositive Power
0 | |||
| 10. |
Shared Dispositive Power
2,811,886.44 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,811,886.44 | |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |
| 13. |
Percent of Class Represented by Amount in Row (11)
Approximately 8.7%1 | |
| 14. |
Type of Reporting Person (See Instructions)
IA/CO |
| 1 | Based on 32,311,887 shares outstanding, per the Issuer’s Form 10-Q dated October 20, 2020. |
C:
CUSIP No. 89616C201
Explanatory Note
The Reporting Persons, by filing this Amended Statement of Beneficial Ownership on Schedule 13D (“Amendment 8”) is amending the Amended Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on December 4, 2020 (“Amendment 7”). The purpose of this Amendment 8 is to reflect the Reporting Persons’ determination that its right to acquire Trident Brands, Inc. (the “Issuer”) common shares upon conversion of $12.3 million principal amount of outstanding Convertible Notes terminated upon execution of the agreement between the issuer and the Reporting Persons dated November 30, 2020, as acknowledged by the letter agreement, dated December 17, 2020 between such parties (together, the “Agreement”). Under the Agreement, the Reporting Persons agreed to accept shares of Issuer preferred stock in full satisfaction of the Convertible Notes, including all accrued interest, subject only to the satisfaction of certain conditions by June 30, 2021. The Reporting Persons have confirmed that they may not convert the Convertible Notes prior to such date. If the conditions to the conversion of the Convertible Notes to preferred stock are not satisfied by such date, the Reporting Persons may convert the Convertible Notes to common stock upon 75 days’ prior notice to the Issuer. The Agreement has resulted in a 452,226,308.56 decrease in the number of common shares beneficially owned by the Reporting Persons.
| Item 1. | Security and Issuer |
This Amendment 8 amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed by Fengate Trident LP, Fengate Trident GP Inc., and Fengate Capital Management Ltd. (collectively, the “Reporting Persons”) on May 8, 2017 (the “Initial Schedule 13D”), the Amended Schedule 13D filed by the Reporting Persons on September 14, 2017 (“Amendment 1”), the Amended Schedule 13D filed by the Reporting Persons on September 18, 2017 (“Amendment 2”), the Amended Schedule 13D filed by the Reporting Persons on November 5, 2019 (“Amendment 3”), the Amended Schedule 13D filed by the Reporting Persons on November 12, 2019 (“Amendment 4”), the Amended Schedule 13D filed by the Reporting Persons on March 20, 2020 (“Amendment 5”), the Amended Schedule 13D filed by the Reporting Persons on June 12, 2020 (“Amendment 6”) and Amendment 7 in connection with the parties and matters referenced therein and herein, with respect to the common stock, $.001 par value (the “Common Stock”), of the Issuer. This Schedule 13D is being filed as a result of the events described in Item 4 below. Any capitalized terms used and not defined in this Amendment 8 shall have the meanings set forth in the Initial Schedule 13D, Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5, Amendment 6 and/or Amendment 7. Only those items that are hereby reported are amended; all other items, including previously filed exhibits, remain unchanged and are incorporated by reference herein.
| Item 3. | Source and Amount of Funds or Other Consideration |
The Common Stock reported in this Amendment 8 consists of 2,811,886.44 shares of Common Stock beneficially owned by the Reporting Persons. As of November 30, 2020, the Reporting Persons entered into Notes Amendment 4 (as hereinafter defined) with the Issuer pursuant to which, among other things (i) certain convertible notes in an aggregate principal amount of $10,000,000 were amended to remove the conversion feature, extend the maturity date, and amend certain interest terms and (ii) the parties agreed that certain convertible notes in an aggregate principal amount of $17,659,392, which amount includes accrued interest on such convertible notes and the notes in a principal amount of $10,000,000, referenced in clause (i), will be exchanged for non-convertible preferred shares of the Issuer.
| Item 4. | Purpose of Transaction |
The Common Stock has been acquired for investment purposes in the ordinary course of the Reporting Persons’ investment activities, and has not been acquired with any purpose of, or with the effect of, changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having such purpose or effect. From time to time the Reporting Persons may acquire additional securities of the Issuer, or sell securities of the Issuer. In addition to the transactions reported in the Initial Schedule 13D, Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5, Amendment 6 and Amendment 7, the following has occurred:
On November 30, 2020, Trident Brands, Inc. (the “Issuer”) and Fengate Trident LP (the “Purchaser”) entered into a Fourth Amendment to the Convertible Promissory Notes Agreement by and between the Issuer and the Purchaser dated as of November 6, 2019 and previously amended on January 9, 2020, March 5, 2020 and June 3, 2020, (“Notes Amendment 4”) in which the Purchaser has agreed, subject to the satisfaction of certain conditions, including certain shareholder approval requirements, by June 30, 2021 to accept 29,432,320 shares of Issuer non-convertible preferred stock, in full and complete satisfaction, of (i) all amounts owing under the convertible notes issued February 5, 2015 (US$1,800,000), May 14, 2015 (US$500,000), September 26, 2016 (US$4,100,000), May 9, 2017 (US$4,400,000) and May 16, 2018 (US$1,500,000) (collectively, the “Initial Notes”), respectively (including accrued interest thereon through November 30, 2020), and (ii) all accrued interest on the outstanding convertible notes issued to the Purchaser on November 30, 2018 (US$3,400,780), April 13, 2019 (US$2,804,187) and November 6, 2019 (US$3,795,033) respectively (collectively the “Amended SPA Notes”). In addition, pursuant to Notes Amendment 4, the following amendments were made to the Amended SPA Notes: (i) eliminate the conversion feature, (ii) provide for a simple interest rate of 8% per annum, with the first 2 years of interest payable at maturity of the Amended SPA Notes and the last three years of interest payable quarterly beginning on February 28, 2023, and (iii) extend the maturity from December 31, 2020 to November 30, 2025. Effective as of November 30, 2020, the Issuer and the Purchaser entered into a letter agreement clarifying Notes Amendment 4 to confirm that the Purchaser shall not convert the Initial Notes prior to June 30, 2021 and if the conditions for the exchange of the Initial Notes for preferred stock are not satisfied by that date, the Purchaser may convert the Initial Notes to common stock upon 75 days’ prior written notice to the Issuer. The effect of the foregoing was a disposition of beneficial ownership, resulting in a 452,226,308.56 decrease in the number of common shares beneficially owned by the Reporting Persons.
C:
As of the date of this Amendment 8, the Reporting Persons have no plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer’s business or corporate structure; (vi) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing a class of securities of the Issuer 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; (viii) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (ix) any action similar to any of those enumerated above.
| Item 5. | Interest in Securities of the Issuer |
(a)-(b) Incorporated by reference to Items (7) - (11) and (13) of the cover page relating to each Reporting Person, and the disclosure in Item 4.
| (c) | Other than as reported herein, in the sixty days prior to the date of filing of this Amendment 8, the Reporting Persons have engaged in no other transactions in the Common Stock. |
| (d) | Except as set forth herein, 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 Issuer reported on in this Amendment 8. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Except for the matters discussed in this Amendment 8, the Initial Schedule 13D, Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5, Amendment 6, Amendment 7 and/or any exhibits thereto or hereto, there are no contracts, arrangements or understandings among the Reporting Persons or with any other persons with respect to any securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 99.1 | – | Joint Filing Agreement dated May 8, 2017, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Initial Schedule 13D filed by the Reporting Persons on May 8, 2017). | |
| Exhibit 99.2 | – | Amendment To Convertible Promissory Notes dated January 9, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A, Amendment No.1, filed by Trident Brands, Inc. on January 23, 2020). | |
| Exhibit 99.3 | – | Amendment No. 2 to Convertible Promissory Notes dated March 5, 2020 (incorporated by reference to Exhibit 99.3 to Amendment 5 filed by the Reporting Persons on March 20, 2020). | |
| Exhibit 99.4 | – | Amendment No. 3 to Convertible Promissory Notes dated June 3, 2020 (incorporated by reference to Exhibit 99.4 to Amendment 7 filed by the Reporting Persons on December 4, 2020). | |
| Exhibit 99.5 | – | Amendment No. 4 to Convertible Promissory Notes dated November 30, 2020 (incorporated by reference to Exhibit 99.5 to Amendment 7 filed by the Reporting Persons on December 4, 2020). | |
| Exhibit 99.6 | – | Letter Agreement dated December 17, 2020, effective as of November 30, 2020. |
C:
CUSIP No. 89616C201
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.
Dated this 18th day of December, 2020
| Fengate Trident LP | |
| /s/ Heather Crawford | |
| Heather Crawford | |
| Secretary of Fengate Trident GP Inc., the General Partner of Fengate Trident LP | |
| Fengate Trident GP Inc. | |
| /s/ Heather Crawford | |
| Heather Crawford | |
| Secretary | |
| Fengate Capital Management Ltd. | |
| /s/ Heather Crawford | |
| Heather Crawford | |
| Secretary | |
C:
CUSIP No. 89616C201
SCHEDULE I
Executive officers and directors of Fengate Trident GP, Inc.
The business address of each executive officer and director is c/o Fengate Capital Management Ltd.,
2275 Upper Middle Road East, Suite 700, Oakville, Ontario, L6H 0C3. Except as otherwise indicated herein,
the principal occupation of each individual is that set forth below. Each individual is a Canadian citizen.
Except as otherwise disclosed herein, none of the following persons is the beneficial owner of any securities of the Issuer
| Name | Title | |
| Lou Serafini Jr. | President, Director | |
| Heather Crawford | Secretary | |
| Justin Catalano | Vice President, Director |
SCHEDULE II
Executive officers and directors of Fengate Capital Management Ltd.
The business address of each executive officer and director is c/o Fengate Capital Management Ltd.,
2275 Upper Middle Road East, Suite 700, Oakville, Ontario, L6H 0C3. Except as otherwise indicated herein,
the principal occupation of each individual is that set forth below. Each individual is a Canadian citizen.
Except as otherwise disclosed herein, none of the following persons is the beneficial owner of any securities of the Issuer
| Name | Title | |
| Lou Serafini Jr. | President, CEO, Treasurer, Director | |
| George Theodoropoulos | Managing Director, Infrastructure, Director | |
| Heather Crawford | Secretary | |
| Pranav Pandya | CFO, Director |
C:
CUSIP No. 89616C201
| Exhibit 99.1 | – | Joint Filing Agreement dated May 8, 2017, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Initial Schedule 13D filed by the Reporting Persons on May 8, 2017). | |
| Exhibit 99.2 | – | Amendment To Convertible Promissory Notes dated January 9, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A, Amendment No.1, filed by Trident Brands, Inc. on January 23, 2020). | |
| Exhibit 99.3 | – | Amendment No. 2 to Convertible Promissory Notes dated March 5, 2020 (incorporated by reference to Exhibit 99.3 to Amendment 5 filed by the Reporting Persons on March 20, 2020). | |
| Exhibit 99.4 | – | Amendment No. 3 to Convertible Promissory Notes dated June 3, 2020 (incorporated by reference to Exhibit 99.4 to Amendment 7 filed by the Reporting Persons on December 4, 2020). | |
| Exhibit 99.5 | – | Amendment No. 4 to Convertible Promissory Notes dated November 30, 2020 (incorporated by reference to Exhibit 99.5 to Amendment 7 filed by the Reporting Persons on December 4, 2020). | |
| Exhibit 99.6 | – | Letter Agreement dated December 17, 2020, effective as of November 30, 2020. |
C:
| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/30/25 | ||||
| 2/28/23 | ||||
| 6/30/21 | ||||
| 12/31/20 | ||||
| Filed on: | 12/18/20 | 4/A | ||
| 12/17/20 | ||||
| 12/4/20 | SC 13D/A | |||
| 11/30/20 | 10-K, 4, 4/A, 8-K, NT 10-K | |||
| 10/20/20 | 10-Q | |||
| 6/12/20 | SC 13D/A | |||
| 6/3/20 | 8-K | |||
| 3/20/20 | 4, 4/A, SC 13D/A | |||
| 3/5/20 | ||||
| 1/23/20 | 8-K/A | |||
| 1/9/20 | 4, 8-K, 8-K/A | |||
| 11/12/19 | SC 13D/A | |||
| 11/6/19 | 4 | |||
| 11/5/19 | 4, SC 13D/A | |||
| 4/13/19 | ||||
| 11/30/18 | 10-K, 4/A, NT 10-K | |||
| 5/16/18 | 4 | |||
| 9/18/17 | SC 13D/A | |||
| 9/14/17 | 4, 8-K, SC 13D/A | |||
| 5/9/17 | 4 | |||
| 5/8/17 | 3, SC 13D | |||
| 9/26/16 | 3, 4, 8-K | |||
| 5/14/15 | ||||
| 2/5/15 | ||||
| List all Filings | ||||