SC 13D/A 1 sch13da.htm SC 13D/A August 14, 2012 SC 13DA DOC

Note: PDF provided as a courtesy

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*

MMRGLOBAL, INC.
________________________________________________________
(Name of Issuer)

Common Stock, par value $0.001 per share
________________________________________________________
(Title of Class of Securities)

55314U108
________________________________________________________
(CUSIP Number)

 

Robert H. Lorsch
Chief Executive Officer
The RHL Group, Inc.
P.O. Box 17034
Beverly Hills, CA 90210
(310) 476-7002

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

July 30, 2012
________________________________________________________
(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.  

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

1


CUSIP No.  55314U108

 

  1.

 

NAMES OF REPORTING PERSON 

The RHL Group, Inc.

 

 

 

  2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  

(b)  

 

 

 

  3.

 

SEC USE ONLY

 

 

 

 

  4.

 

SOURCE OF FUNDS*

 

OO    

 

 

 

  5.

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨

 

 

 
 

  6.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of California, United States of America

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

       0

  8.    SHARED VOTING POWER

 

        80,238,152

  9.    SOLE DISPOSITIVE POWER

 

        0

10.    SHARED DISPOSITIVE POWER

 

        80,238,152

 

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

80,238,152 (1)

 

 

 

12.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

 

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.8% (2)

 

 

 

14.

 

TYPE OF REPORTING PERSON

 

CO

 

 

 

2


(1)

 

Consists of (i) 36,454,892 shares of common stock, (ii) warrants to purchase a total of 18,783,260 shares of common stock, and (iii) conversion right under a promissory note which allows the RHL Group to convert up to $500,000 worth of principal at two cents per share, yielding 25,000,000 shares of common stock if the full amount were to be converted.

     

(2)

 

Based on 434,871,365 shares of MMRGlobal, Inc. common stock, par value $0.001 per share, outstanding as of August 8, 2012, plus 43,783,260 shares of MMRGlobal, Inc. common stock issuable upon the exercise of outstanding warrants and conversion rights which are exercisable within 60 days of August 14, 2012.

 

 

 

 

 

 

 

 

 

 

3


CUSIP No.  55314U108

 

  1.

 

NAMES OF REPORTING PERSON 

Robert H. Lorsch

 

 

 

  2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  

(b)  

 

 

 

  3.

 

SEC USE ONLY

 

 

 

 

  4.

 

SOURCE OF FUNDS*

 

OO    

 

 

 

  5.

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨

 

 

 
 

  6.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California, United States of America

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    SOLE VOTING POWER

 

        20,248,754

  8.    SHARED VOTING POWER

 

         80,238,152 (1)

  9.    SOLE DISPOSITIVE POWER

 

         20,248,754

10.    SHARED DISPOSITIVE POWER

 

        80,238,152 (1)

 

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

100,486,906 (2)

 

 

 

12.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

 

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.0% (3)

 

 

 

14.

 

TYPE OF REPORTING PERSON

 

IN

 

 

 

1


(1)

 

Reflects securities directly held by The RHL Group, Inc., which is wholly-owned and controlled by Mr. Lorsch.

     

(2)

 

Consists of (i) 6,068,754 shares of common stock held directly by Mr. Lorsch and 36,454,892 shares of common stock held directly by The RHL Group, Inc., (ii) warrants held by The RHL Group, Inc. to purchase 18,783,260 shares of common stock, (iii) a conversion right under a promissory note which allows the RHL Group to convert up to $500,000 worth of principal at two cents per share, yielding 25,000,000 shares of common stock if the full amount were to be converted, and (iv) stock options held by Mr. Lorsch to purchase 14,180,000 shares of common stock.

     

(3)

 

Based on 434,871,365 shares of MMRGlobal, Inc. common stock, par value $0.001 per share, outstanding as of August 8, 2012, plus 55,379,927 shares of MMRGlobal, Inc. common stock issuable upon the exercise of outstanding warrants, options and other convertible rights which are exercisable within 60 days of August 14, 2012.

2


Introduction

This constitutes Amendment No. 4 to the statement on Schedule 13D, filed on behalf of The RHL Group, Inc., a corporation organized under the laws of the State of California ("The RHL Group"), and Robert H. Lorsch (together with The RHL Group, the "Reporting Persons"), dated January 30, 2009 (the "Statement"), relating to the common stock, par value $0.001 per share of MMRGlobal, Inc. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged and capitalized terms used herein but not otherwise defined herein shall have the meaning as set forth in the Statement.

Item 1.    Security and Issuer.

Item 1 of the Statement is hereby amended and restated in its entirety with the following:

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 per share (the "Issuer Common Stock"), of MMRGlobal, Inc., a corporation organized under the laws of the State of Delaware (the "Issuer"). The Issuer was formerly known as Favrille, Inc. The Issuer currently utilizes space at facilities located at 4401 Wilshire Blvd., Suite 200, Beverly Hills, CA.

Item 3.    Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby supplemented by including the following:

On August 6, 2009, the Issuer granted to Mr. Lorsch an option to purchase 9,000,000 shares of Issuer Common Stock at an exercise price of $0.125 per share, the closing price of the Issuer's Common Stock on the date immediately preceding the date of grant, with all shares being vested as of the date of this Amendment No. 2. Mr. Lorsch received the foregoing stock option pursuant to his employment agreement with the Issuer, dated as of January 27, 2009.

On May 12, 2010, the Issuer and The RHL Group entered into a Waiver Agreement, pursuant to which, in consideration of The RHL Group's waiver of MMR's payment default under that certain Fourth Amended and Restated Note (the "Fourth Note"), issued by MMR to The RHL Group on April 29, 2010, the Issuer granted to The RHL Group a warrant to purchase an aggregate of 2,614,684 shares of Issuer Common Stock (the "RHL Warrant"), with an exercise price equal to $0.21 per share, the closing price of the Issuer's Common Stock on the effective date of the Fourth Note.

On May 20, 2010, The RHL Group exercised a warrant to purchase 1,600,000 shares of Issuer Common Stock at an exercise price of $0.125 per share.

On July 8, 2010, Mr. Lorsch exercised an option to purchase 706,605 shares of the Issuer Common Stock at an exercise price of $0.125 per share.

From March 10 to March 25, 2011, Mr. Lorsch exercised an option to purchase a total of 240,000 shares of the Issuer Common Stock at an exercise price of $0.125 per share.

On May 10, 2011, the Issuer granted RHL Group an option to purchase 2,796,566 shares of Issuer Common Stock at 0.051 per share.

On May 27, 2011, The RHL Group exercised a warrant to purchase 1,600,000 shares of Issuer Common Stock at an exercise price of $0.125 per share.

On May 10, 2011, the Issuer granted RHL Group an option to purchase 2,796,566 shares of Issuer Common Stock at 0.051 per share.

3


On November 11, 2011, the Issuer granted RHL Group (i) 125,000 shares of Issuer Common Stock at 0.046 per share, and (ii) an option to purchase 625,000 shares of Issuer Common Stock at an exercise price of $0.046 per share, with all shares being vested immediately.

On April 6, 2012, the Issuer granted Mr. Lorsch (i) 470,000 shares of Issuer Common Stock at 0.032 per share, (ii) an option to purchase 1,250,000 shares of Issuer Common Stock at an exercise price of $0.06 per share, with all shares being vested annually over two years, and (iii) a warrant to purchase 470,000 shares of Issuer Common Stock at an exercise price of $0.032 per share.

On April 19, 2012, The RHL Group exercised a warrant to purchase 1,000,000 shares of Issuer Common Stock at an exercise price of $0.051 per share.

On June 26, 2012, the Issuer granted The RHL Group an option to purchase 2,852,200 shares of Issuer Common Stock at 0.02 per share.

On June 27, 2012, the Issuer granted The RHL Group Conversion Rights as part of the Seventh Amended and Restated Secured Promissory Note dated July 30, 2012, which provides The RHL Group with the right to convert up to $500,000 of the outstanding and unpaid principal and accrued interest, if any, at the time of conversion at two cents per share. The conversion right is valid until the Promissory Note and any future amendments are paid in full.

On July 31, 2012, the Issuer granted The RHL Group a warrant to purchase 3,055,432 shares of Issuer Common Stock at an exercise price of $0.02 per share in consideration for The RHL Group providing guarantees totaling $763,858 in connection with the renewal of convertible notes dated 9/21/2010, 4/15/2011, 7/19/2011, 7/26/2010, and 12/1/2010. The warrant was fully vested as of 07/31/2012.

Any references to, and/or descriptions of the Stock Option Agreement(s), between the Issuer and Mr. Lorsch, the Lorsch Warrant(s), the RHL Warrant(s) and the RHL Conversion Rights are not intended to be complete and are qualified in their entirety by reference to the full of text of such documents.

Item 4.    Purpose of Transaction.

Item 4 of the Statement is hereby supplemented by including the following:

This Amendment No. 4 is being filed to report that, since the filing of the Statement, a material change occurred in the percentage of shares of Issuer Common Stock beneficially owned by the Reporting Persons. The material change occurred solely because of the reasons set forth in Item 3 of this Amendment No. 4, which is incorporated herein by this reference.

4


Item 5.    Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

The information contained on each of the cover pages of this Statement and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 is hereby incorporated by reference herein.

(a)-(b)

The RHL Group directly owns (i) 36,454,892 shares of Issuer Common Stock, (ii) warrants to purchase 18,783,260 shares of Issuer Common Stock, and (iii) a conversion right which allows them to purchase up to 25,000,000 shares of Issuer Common Stock through the conversion of up to $500,000 of principal and unpaid interest under the Seventh Amended and Restated Secured Promissory Note dated July 30, 2012 which collectively represents approximately 16.8% of the outstanding shares of Issuer Common Stock, based on 434,871,365 shares of Issuer Common Stock outstanding as of August 8, 2012. As described in Item 2, Mr. Lorsch is the Chief Executive Officer of The RHL Group and has a 100% ownership interest in The RHL Group. Therefore, Mr. Lorsch may be deemed to be the beneficial owner of the Issuer Common Stock beneficially held by The RHL Group and The RHL Group shares voting and dispositive power over such shares of Issuer Common Stock with Robert H. Lorsch.

Mr. Lorsch directly owns (i) 6,068,754 shares of Issuer Common Stock, (ii) stock options to purchase 14,180,000 shares of common stock. As holder of a 100% interest in The RHL Group, Mr. Lorsch shares voting and dispositive power over 80,238,152 shares held by The RHL Group. Thus, Mr. Lorsch may be deemed to beneficially own 100,486,906 shares of Issuer Common Stock, or approximately 20% of the outstanding shares, based on 434,871,365 shares of Issuer Common Stock outstanding as of August 8, 2012.

  

(c) None of the Reporting Persons has effected any transaction in the shares of Issuer Common Stock during the past 60 days, except as disclosed herein.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 7.    Material to be Filed as Exhibits.

EXHIBIT 

  

DESCRIPTION

99.1

  

Warrant dated June 26, 2012 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc.

99.2

 

Seventh Amended and Restated Secured Promissory Note, dated July 30, 2012, by and among MMRGlobal, Inc., MyMedicalRecords, Inc., and The RHL Group, Inc.

99.3

 

Warrant dated July 31, 2012 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc.

5


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.

Date: April 23, 2012

THE RHL GROUP, INC.

By: /s/ Robert H. Lorsch
Robert H. Lorsch
Chief Executive Officer 

ROBERT H. LORSCH

By: /s/ Robert H. Lorsch
 


EXHIBIT INDEX

EXHIBIT 

  

DESCRIPTION

99.1

  

Warrant dated June 26, 2012 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc.     PDF as a courtesy

99.2

 

Seventh Amended and Restated Secured Promissory Note, dated July 30, 2012, by and among MMRGlobal, Inc., MyMedicalRecords, Inc., and The RHL Group, Inc.     PDF as a courtesy

99.3

 

Warrant dated July 31, 2012 issued by MMRGlobal, Inc. in favor of the RHL Group, Inc.     PDF as a courtesy