0001144204-19-012295.txt : 20190305 0001144204-19-012295.hdr.sgml : 20190305 20190305172208 ACCESSION NUMBER: 0001144204-19-012295 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190301 FILED AS OF DATE: 20190305 DATE AS OF CHANGE: 20190305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beedie Investments Ltd CENTRAL INDEX KEY: 0001730358 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52635 FILM NUMBER: 19659645 BUSINESS ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 BUSINESS PHONE: 604-436-7885 MAIL ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beedie OYII Holdings Ltd. CENTRAL INDEX KEY: 0001730356 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52635 FILM NUMBER: 19659646 BUSINESS ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 BUSINESS PHONE: 604-436-7885 MAIL ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beedie Holdings Ltd. CENTRAL INDEX KEY: 0001730360 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52635 FILM NUMBER: 19659647 BUSINESS ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 BUSINESS PHONE: 604-436-7885 MAIL ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ryan Beedie Family Trust III CENTRAL INDEX KEY: 0001730417 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52635 FILM NUMBER: 19659648 BUSINESS ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 BUSINESS PHONE: 604-436-7885 MAIL ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 4358 Investments Ltd CENTRAL INDEX KEY: 0001730355 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52635 FILM NUMBER: 19659649 BUSINESS ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 BUSINESS PHONE: 604-436-7885 MAIL ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beedie Ryan CENTRAL INDEX KEY: 0001730416 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52635 FILM NUMBER: 19659650 MAIL ADDRESS: STREET 1: 1730-1111 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4M3 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Accelerize Inc. CENTRAL INDEX KEY: 0001352952 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20411 SW BIRCH STREET STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-515-2141 MAIL ADDRESS: STREET 1: 20411 SW BIRCH STREET STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: ACCELERIZE NEW MEDIA INC DATE OF NAME CHANGE: 20060210 4 1 tv515496_4.xml OWNERSHIP DOCUMENT X0306 4 2019-03-01 0 0001352952 Accelerize Inc. ACLZ 0001730358 Beedie Investments Ltd 1730-1111 WEST GEORGIA STREET VANCOUVER A1 V6E 4M3 BRITISH COLUMBIA, CANADA 0 0 1 0 0001730356 Beedie OYII Holdings Ltd. 1730-1111 WEST GEORGIA STREET VANCOUVER A1 V6E 4M3 BRITISH COLUMBIA, CANADA 0 0 1 0 0001730360 Beedie Holdings Ltd. 1730-1111 WEST GEORGIA STREET VANCOUVER A1 V6E 4M3 BRITISH COLUMBIA, CANADA 0 0 1 0 0001730417 Ryan Beedie Family Trust III 1730-1111 WEST GEORGIA STREET VANCOUVER A1 V6E 4M3 BRITISH COLUMBIA, CANADA 0 0 1 0 0001730355 4358 Investments Ltd 1730-1111 WEST GEORGIA STREET VANCOUVER A1 V6E 4M3 BRITISH COLUMBIA, CANADA 0 0 1 0 0001730416 Beedie Ryan 1730-1111 WEST GEORGIA STREET VANCOUVER A1 V6E 4M3 BRITISH COLUMBIA, CANADA 0 0 1 0 Common Stock Purchase Warrant 0.15 2019-03-01 4 P 0 500000 A 2019-03-02 2024-01-25 Common Stock 500000 7935000 D Common Stock Purchase Warrant 0.35 2019-03-01 4 S 0 4500000 D 2018-01-26 2024-01-25 Common Stock 4500000 7935000 D Common Stock Purchase Warrant 0.35 2019-03-01 4 S 0 500000 D 2018-06-01 2024-01-25 Common Stock 500000 7935000 D Common Stock Purchase Warrant 0.35 2019-03-01 4 S 0 100000 D 2018-06-14 2024-01-25 Common Stock 100000 7935000 D Common Stock Purchase Warrant 0.35 2019-03-01 4 S 0 1500000 D 2018-08-31 2024-01-25 Common Stock 1500000 7935000 D Common Stock Purchase Warrant 0.35 2019-03-01 4 S 0 835000 D 2018-09-01 2024-01-25 Common Stock 835000 7935000 D Common Stock Purchase Warrant 0.15 2019-03-01 4 P 0 4500000 A 2019-03-02 2024-01-25 Common Stock 4500000 7935000 D Common Stock Purchase Warrant 0.15 2019-03-01 4 P 0 500000 A 2019-03-02 2024-01-25 Common Stock 500000 7935000 D Common Stock Purchase Warrant 0.15 2019-03-01 4 P 0 100000 A 2019-03-02 2024-01-25 Common Stock 100000 7935000 D Common Stock Purchase Warrant 0.15 2019-03-01 4 P 0 1500000 A 2019-03-02 2024-01-25 Common Stock 1500000 7935000 D Common Stock Purchase Warrant - 0.15 2019-03-01 4 P 0 835000 A 2019-03-02 2024-01-25 Common Stock 835000 7935000 D Beedie Investments Limited ("BIL") directly owns warrants to acquire 7,935,000 shares of Common Stock of the Issuer. This Form 4 is being jointly filed by Beedie Investments Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie OYII Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Beedie Holdings Limited, a British Columbia, Canada corporation; which is 100% owned by Ryan Beedie Family Trust III; 4358 Investments Limited, which is the trustee and has full control over Ryan Beedie Family Trust III; and Ryan Beedie, an individual Canadian citizen who is the trustee and sole beneficiary of the Ryan Beedie Family Trust III. All of the Reporting Persons are affiliated entities with same contact information. As partial consideration for agreeing to enter into the Fifth Amendment (defined below), the Issuer reduced the exercise price for all warrants to $0.15. The warrants were issued as a result of the additional funding under the Fifth Amendment (defined below) of $500,000 pursuant to the terms of the Credit Agreement (defined below). The acquisition and disposition of these Warrants resulted from a change in exercise price of the Warrants from $0.35 to $0.15 per share. Prior to March 1, 2019, the Reporting Persons, through BIL's direct beneficial ownership, beneficially owned warrants to purchase Common Stock in the Issuer at an exercise price of $0.35 per share ("Warrants"), which represented the right to purchase within sixty days 7,435,000 shares of Common Stock. On January 25, 2018, the Issuer entered into a non-revolving term credit agreement (the "Credit Agreement") with BIL to borrow up to a maximum of $7,000,000. In connection with the Credit Agreement, the Issuer issued Warrants to BIL whereby for every dollar borrowed and outstanding by Issuer from BIL, BIL would be entitled to purchase one share of Common Stock at an exercise price of $0.35 per share, up to 7,000,000 shares. Concurrent with the execution of the Credit Agreement, Issuer borrowed $4,500,000 and therefore BIL was entitled to Warrants for up to 4,500,000 shares as of January 26, 2018. On May 31, 2018, the Issuer and BIL entered into the First Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 100,000 Warrants that were not tied to borrowing amount. On June 13, 2018, the Issuer and BIL entered into the Second Amendment to the Credit Agreement, and in partial consideration of the foregoing amendment, the Issuer issued to BIL an additional 500,000 Warrants that were not tied to borrowing amount. On August 31, 2018, the Issuer and BIL entered into the Third Amendment to the Credit Agreement, whereby the Issuer borrowed an additional $1,500,000 under the Credit Agreement, which resulted in an BIL being entitled to 1,500,000 additional Warrants in connection with the additional borrowing, and, in partial consideration for entering into the foregoing amendment, Issuer issued to BIL an additional 835,000 Warrants. Now, on March 1, 2019, the Issuer and BIL entered into the Fifth Amendment to the Credit Agreement ("Fifth Amendment"), whereby the Issuer borrowed an additional $500,000 under the Credit Agreement, which resulted in BIL being entitled to 500,000 additional warrants in connection with the additional borrowing. Also in connection with the Fifth Amendment and as set forth above, the 7,345,000 Warrants had their exercise price changed from $0.35 to $0.15. In addition, up to 500,000 additional shares of Common Stock under the Warrants will be issued and exercisable on a pro rata basis to additional amounts borrowed if and when advanced under the Credit Agreement. The Warrants are exercisable for cash until January 25, 2024. The Warrants will be exercisable on a cashless basis at its expiration if notice of expiration is not timely provided by the Issuer to BIL. The funding for the Credit Agreement came from the working capital of BIL. None of the Warrants have been exercised as of the date hereof. /s/ Ryan Beedie, President 2019-03-05 /s/ Ryan Beedie, President 2019-03-05 /s/ Ryan Beedie, President 2019-03-05 /s/ Ryan Beedie, President 2019-03-05 /s/ Ryan Beedie, President 2019-03-05 /s/ Ryan Beedie 2019-03-05