SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 2

Under the Securities Exchange Act of 1934

Wilhelmina International, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

968235200

(CUSIP Number)

Lorex Investment AG

c/o Treuhand – u. Revisionsgesellschaft Mattig-Suter and Postner AG, Industriestrasse

22, Zug, CH-6302, Switzerland

011-41-41-8195400

Copies to:

David Michaels, Esq.

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

(650) 988-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 9, 2021

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐

* 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. 968235200

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Lorex Investments AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐        (b) ☐
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 Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 475,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 475,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON (See Instructions) CO

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CUSIP No. 968235200

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Horst-Dieter Esch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐        (b) ☐
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 Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 475,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 475,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON (See Instructions) IN

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CUSIP No. 968235200

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Peter Marty
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐        (b) ☐
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 Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 475,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 475,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON (See Instructions) IN

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Item 1. Security and Issuer.

This Amendment No. 2 to Schedule 13D (the “Amendment”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed with the Securities and Exchange Commission on April 19, 2021 (the “Original Statement”), as amended by Amendment No. 1 filed on August 3, 2021.

The Original Statement, as amended by this Amendment, relates to the Common Stock, $0.01 value per share (the “Shares”), of Wilhelmina International, Inc., a Delaware corporation (the “Issuer” or “Wilhelmina”). The address of the principal executive office of the Issuer is 200 Crescent Court, Suite 1400, Dallas, Texas, 75201.

Item 2. Identity and Background.

(a) This Amendment is filed by Lorex Investments AG, Horst-Dieter Esch and Peter Marty. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(b) The address of Lorex Investments AG is c/o Treuhand – u. Revisionsgesellschaft Mattig-Suter and Postner AG, Industriestrasse 22, Zug, CH-6302, Switzerland. The address of Horst-Dieter Esch is Carretera Transpeninsular Km. 27.5, San Jose del Cabo, B.C.S. Mexico 23400. The address of Peter Marty is c/o Mattig-Suter und Partner, Bahnhofstrasse 28, Schwyz, CH-6431, Switzerland.

(c) The principal occupation of Horst-Dieter Esch is acting as the director of Wilhelmina International, Inc. The principal occupation of Peter Marty is serving as an officer and director of Lorex Investments AG. The principal business of Lorex Investments AG is investing in securities.

(d) No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(f) Citizenship of the Reporting Persons is as set forth below:

Lorex Investment AG	Switzerland
Horst-Dieter Esch	Germany
Peter Marty	Switzerland

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Item 4. Purpose of Transaction.

As per the Original Filing, on March 31, 2021, REV Alpha Holdings LLC, entered into a purchase agreement (the “Original Purchase Agreement”) with Lorex Investments AG (“Lorex”) to acquire 950,000 of the Issuer’s shares (the “Purchased Shares”) that Lorex owns, for aggregate consideration of $9,500,000.

The Reporting Persons are filing this Amendment No. 2 to the Schedule 13D that was initially filed on April 19, 2021, to report an amendment to the Original Purchase Agreement.

On November 12, 2021, Lorex and REV Alpha Holdings LLC agreed to amend the Original Purchase Agreement and entered into an Amendment to the Purchase Agreement (the “Amendment to Purchase Agreement”).

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented with the following:

The information provided above in Item 4 of this Amendment No. 2 is incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits.

Exhibit	Title
99.1	Amendment to Purchase Agreement dated November 12, 2021, between Lorex Investment AG and REV Alpha Holdings LLC

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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: December 6, 2021	LOREX INVESTMENTS AG
	By:	/s/ Peter Marty
	Name:	Peter Marty
	Title:	Chairman of the Board
Dated: December 6, 2021	HORST-DIETER ESCH
	By:	/s/ Horst-Dieter Esch
	Name:	Horst-Dieter Esch
Dated: December 6, 2021	PETER MARTY
	By:	/s/ Peter Marty
	Name:	Peter Marty

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EX-99.1

Exhibit 99.1

AMENDMENT TO PURCHASE AGREEMENT

This AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is entered into as of the 10^th day of November 2021, by and between Lorex Investment AG, a Swiss Aktiengesellschaft formed under the laws of Switzerland (“Lorex”), and REV Alpha Holdings LLC, a Delaware limited liability company (the “Purchaser”). Lorex and the Purchaser are each referred to herein as a “Party” and, together, as the “Parties.”

R E C I T A L S:

WHEREAS, the Parties entered into that certain Purchase Agreement, dated as of March 31, 2021 by and between Lorex and the Purchaser (the ”Purchase Agreement”), wherein Lorex agreed to sell 950,000 shares of common stock, par value $0.01 per share (“Common Stock”), of Wilhelmina International, Inc., a Delaware corporation, to the Purchaser;

WHEREAS, the Parties now desire to amend each of Section 2.2 (Subsequent Closings) and Section 2.3 (Stock and Purchase Price Deliveries) of the Purchase Agreement; and

WHEREAS, any term not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties agree as follows:

1. Amendment to Section 2.2 and Section 2.3. The Parties hereby agree to amend and replace each of Section 2.2 and Section 2.3, respectively, of the Purchase Agreement in its entirety as follows:

2.2 Subsequent Closings.

(a) “Subsequent Closing” shall mean each of (i) November 15, 2021, (ii) November 26, 2021, (iii) December 10, 2021, (iv) December 31, 2021, (v) March 31, 2022 and (vi) June 29, 2022.

(b) Each Subsequent Closing shall take place in accordance with the schedule set forth below or on such earlier date as the Purchaser may elect by prior written notice delivered to Lorex. At each Subsequent Closing, subject to Section 2.3 and the other terms and conditions hereof, Lorex will sell and deliver to the Purchaser the shares of Common Stock, against payment of cash consideration as follows:

i. 237,500 shares of Common Stock delivered in consideration for the following payments:

A. November 15, 2021 - $518,750 

B. November 26, 2021 - $518,750 

C. December 10, 2021 - $518,750 

D. December 31, 2021 - $518,750

ii. March 31, 2022 - 118,750 shares of Common Stock in consideration for $1,187,500

iii. June 29, 2022 - 118,750 shares of Common Stock in consideration for $1,187,500

2.3 Stock and Purchase Price Deliveries.  At each Subsequent Closing, (i) Lorex shall deliver to counsel for the Purchaser, to receive on behalf of the Purchaser, stock certificate(s) representing the shares of Common Stock, free and clear of all Encumbrances (except as may exist by reason of this Agreement, as amended by the Amendment, or pursuant to applicable law), that are contemplated to be transferred to the Purchaser at each Subsequent Closing, as applicable, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with any required stock transfer tax stamps affixed thereto (collectively, the “Stock Deliveries”), and (ii) upon confirmation to the Purchaser of receipt by counsel to the Purchaser of the applicable Stock Deliveries, the Purchaser shall pay or cause to be paid, by wire transfer of immediately available funds to the account specified by Lorex in writing, the purchase price contemplated to be paid at each Subsequent Closing, as applicable; provided, however, that each of the payments set forth in Sections 2.2(b)(i)(A) - (D) shall be made in advance of delivery of the 237,500 shares of Common Stock to be delivered thereto and such shares of Common Stock shall be delivered promptly following receipt of the payments set forth in Sections 2.2(b)(i)(A) - (D). Upon such wire transfer, counsel to the Purchaser may deliver the Stock Deliveries to the Purchaser or any other designee of the Purchaser.

2. Indemnification of Hunter Taubman Fischer & Li. The Parties have requested Hunter Taubman Fischer & Li to act as escrow agent (the “Escrow Agent”) and to hold the shares of Common Stock against payment by the Purchaser. The Parties agree to indemnify and hold harmless the Escrow Agent in its capacity as such and further agree that in the event of a dispute between the Parties, the Escrow Agent may deposit the shares of Common Stock with a court of competent jurisdiction and thereafter shall be relieved of its duties and responsibilities hereunder. The Purchaser understands that the Escrow Agent is serving as counsel to Lorex and agrees that such arrangement shall not conflict with Escrow Agent’s duties as escrow agent pursuant to the Purchase Agreement and this Amendment.

3. Miscellaneous. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations preceding the execution of this Amendment, and that it has executed this Amendment with the advice of such counsel. Each Party and its counsel participated in the drafting and preparation of this Amendment, and any and all drafts relating thereto will be deemed the work product of all Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Amendment against any Party that drafted or prepared it is of no application and is hereby expressly waived by each Party, and any controversy over interpretations of this Amendment will be decided without regard to events of drafting or preparation.

4. No Further Changes. Except as expressly amended hereby in this Amendment, the Purchase Agreement will continue in full force and effect.

5. Counterparts. This Amendment may be delivered by means of electronic communication, including electronic mail in “portable document format” (e.g., “.pdf”), and may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one instrument, which shall have the same effect as physical delivery of the paper document bearing the original signatures.

(Signature pages follow)

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IN WITNESS WHEREOF, each of the Parties has hereunto affixed its signature.

Lorex Investments AG	REV Alpha Holdings LLC
By	By
Its	Its

Signature Page to

Amendment to Purchase Agreement

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