0001019687-15-000364.txt : 20150129 0001019687-15-000364.hdr.sgml : 20150129 20150129171801 ACCESSION NUMBER: 0001019687-15-000364 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150129 DATE AS OF CHANGE: 20150129 GROUP MEMBERS: RAW ALTERNATIVE, LLC GROUP MEMBERS: ROBERT PHILPOTT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DigiPath,Inc. CENTRAL INDEX KEY: 0001502966 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 273601979 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88080 FILM NUMBER: 15559951 BUSINESS ADDRESS: STREET 1: 2360 CORPORATE CIR STREET 2: SUITE 400 CITY: HENDERSON STATE: NV ZIP: 89074 BUSINESS PHONE: 702-527-2060 MAIL ADDRESS: STREET 1: 2360 CORPORATE CIR STREET 2: SUITE 400 CITY: HENDERSON STATE: NV ZIP: 89074 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Raw Alternative, LLC CENTRAL INDEX KEY: 0001630730 IRS NUMBER: 465246430 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 16030 VENTURA BLVD. SUITE 380 CITY: ENCINO STATE: CA ZIP: 91436 BUSINESS PHONE: 818-905-9500 MAIL ADDRESS: STREET 1: 16030 VENTURA BLVD. SUITE 380 CITY: ENCINO STATE: CA ZIP: 91436 SC 13D 1 rawalternative_sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

DigiPath, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

253825 103

(CUSIP Number)

Raw Alternative, LLC

Attn: Robert Philpott

16030 Ventura Blvd.

Suite 380

Encino, CA 91436

(818) 905-9500

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

April 23, 2014

(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

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).

 

 
 

 

         

CUSIP No. 253825 103

   13D  

         

 

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Raw Alternative, LLC

    
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)
 

WC

    
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

    

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 

 

  8.   SHARED VOTING POWER
 
 20,000,000
  9.   SOLE DISPOSITIVE POWER
 

 

  10.   SHARED DISPOSITIVE POWER
 
 20,000,000

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,000,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 24.4%1

    
14.   TYPE OF REPORTING PERSON*

OO, PN

    

 

 

 

______________

1 Based on 81,997,290 shares of Common Stock outstanding as of November 24, 2014, as reported by the Issuer on its Form 10-K for the fiscal year ended September 30, 2014, filed with the United States Securities and Exchange Commission on November 25, 2014.

 

 

2
 

 

 

         

CUSIP No. 253825 103

   13D  

         

 

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Robert Philpott

    
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)
 

AF

    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 

United States

    

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 

 

  8.   SHARED VOTING POWER
 
 20,000,000
  9.   SOLE DISPOSITIVE POWER
 

 

  10.   SHARED DISPOSITIVE POWER
 
 20,000,000

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,000,000

    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 24.4%1

    
14.   TYPE OF REPORTING PERSON*

OO, PN

    

 

 

 

______________

1 Based on 81,997,290 shares of Common Stock outstanding as of November 24, 2014, as reported by the Issuer on its Form 10-K for the fiscal year ended September 30, 2014, filed with the United States Securities and Exchange Commission on November 25, 2014.

 

 

3
 

 

Item 1. Security and Issuer.

 

The Issuer’s principal offices are located at 20301 Ventura Blvd. #309, Woodland Hills, CA 91364. The title of the class of equity securities to which this statement on Schedule 13D (this “Schedule 13D”) relates is the common stock of the Issuer, par value $0.001 per share (the “Common Stock”). 

 

Item 2. Identity and Background.

 

(a)-(c) and (f) The names of the persons filing this Statement (the “Reporting Persons”) are:

 

RAW Alternative, LLC, a California limited liability company (“RAW”);

 

Robert Philpott, a United States citizen

 

This Statement is being filed by Robert Philpott, the Chief Financial Officer of RAW. RAW is a manager-managed limited liability company formed for the purpose of holding personal property, including without limitation securities. RAW directly owns the shares as reported in this Statement.  Mr. Philpott disclaims beneficial ownership with respect to the shares as reported in this Statement.

 

The principal office or business address of RAW and Mr. Philpott is 16030 Ventura Blvd., Suite 380, Encino, CA 91436.  

 

(d)-(e) During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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.

 

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

 

The source of cash for the shares reported in this Statement was RAW’s working capital and totaled $1,000,000.

 

Item 4.  Purpose of Transaction.

 

The securities covered by this Schedule 13D were acquired for investment purposes.

 

The Reporting Persons will review their investments in the Common Stock from time to time, and, subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Common Stock or other securities related to the Issuer, and other general market and investment conditions, the Reporting Persons may determine to:

 

·acquire additional Common Stock through open market purchases or otherwise;
·sell Common Stock through the open market or otherwise; or
·otherwise engage or participate in discussions with the Issuer or with other entities or individuals regarding a transaction with the purpose or effect of changing or influencing the control of the Company.

 

Such transactions may take place at any time and without prior notice.  There can be no assurance, however, that any Reporting Person will take any such actions.

 

 

4
 

 

Item 5.  Interest in Securities of the Issuer.

 

(a) The aggregate percentage of the Company’s outstanding shares of Common Stock reported owned by each Reporting Person is based on 81,997,290 shares of Common Stock outstanding at November 24, 2014, as reported by the Company on its Form 10-K for the fiscal year ended September 30, 2014, filed with the United States Securities and Exchange Commission on November 25, 2014.  Mr. Philpott disclaims beneficial ownership with respect to the shares as reported in this Statement.

 

RAW beneficially owns 20,000,000 shares of Common Stock it holds directly, representing 24.4% of all the outstanding shares of Common Stock.

Mr. Philpott beneficially owns 20,000,000 shares of Common Stock, representing 24.4% of all the outstanding shares of Common Stock.  Mr. Philpott, as the Chief Financial Officer of RAW may be deemed to beneficially own the 20,000,000 shares of Common Stock beneficially owned by RAW.

 

(b) Each of RAW and Mr. Philpott may be deemed to have shared voting and dispositive power with respect to 20,000,000 shares of Common Stock held by RAW.

 

(c) Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are as follows:

 

Not applicable.

 

(d)          Not applicable.

 

(e)           Not applicable.

 

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

 

The relationship between Mr. Philpott and RAW is described above under Item 2 and Item 4.

 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit 99.1: Joint Filing Agreement, dated January 22, 2015

 

 

5
 

 

 

 

SIGNATURE

 

After reasonable inquiry and to best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated: January 22, 2015

 

By: /s/ Robert Philpott                   

Name: Robert Philpott

 

 

RAW Alternative, LLC

 

By: /s/ Robert Philpott                  

Name: Robert Philpott

Title: Chief Financial Officer

 

 

 

6

 

 

 EX-99.1 2 rawalter_ex9901.htm JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)

EXHIBIT 99.1

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

 

The undersigned acknowledge and agree that any filings, including, without limitation, amended filings, with respect to transactions by RAW Alternative, LLC or Bob Philpott in the securities of DigiPath, Inc. that are required under Section 16 of the Securities Exchange Act of 1934, as amended, may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned further agree to the filing, furnishing or incorporation by reference of this joint filing agreement as an exhibit to any joint filing made pursuant to Section 16.  The undersigned acknowledge that each shall be responsible for the timely filing of necessary reports pursuant to Section 16, including any amendments thereto, and for the completeness and accuracy of the information concerning the undersigned contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other, except to the extent that the undersigned knows or has reason to believe that such information is inaccurate.  This joint filing agreement shall remain in full force and effect until revoked by any party hereto in a signed writing, provided to each other party hereto, and then only with respect to such revoking party.

 

This agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which taken together will constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby executes this Joint Filing Agreement as of this 22nd day of January 2015.

 

 

Dated:  January 22, 2015

 

By: /s/ Robert Philpott                      

Name: Robert Philpott

 

 

RAW Alternative, LLC

 

By: /s/ Robert Philpott                      

Name: Robert Philpott

Title: Chief Financial Officer