NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
83,026,667 (2)
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
83,026,667 (2)
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
83,026,667 (2)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
(1)
|
As disclosed in
the Champion Pain Care Corporation (the “Company”) Current Report on Form 8-K filed on December 5, 2016, the Company
entered into a Senior Secured Revolving Credit Facility Agreement, effective as of December 1, 2016 (the “Credit Agreement”),
with TCA Global Credit Master Fund, L.P., A Cayman Island limited partnership (“TCA Fund”). Effective December 1, 2016,
in connection with the Credit Agreement, the Company entered into a Pledge Agreement (the “Pledge Agreement”) and Escrow
Agreement (the “Escrow Agreement”), with Champion Care Corp. (“Champion”), Garland A. Brown, Jr. (“Brown”),
Mark H. Connor (“Connor”), Emil Schiller (“Schiller”), Terrance Owen (“Owen”), Jack Fishman
(“Fishman”), Patricia Genereaux (“Genereaux”), Sheena Sim (“Sim”), and Mary Anne Youngson (“Youngson”
and, collectively with Champion, Brown, Connor, Schiller, Owen, Fishman, Genereaux and Sim, the “Pledgors”), TCA, and
the Escrow Agent (the “Escrow Agent”).
On March 7, 2016,
TCA Fund provided notice to the Company and the Pledgors (as defined in the Credit Agreement) of an Event of Default (as defined
in the Credit Agreement) under the terms and conditions of the Credit Agreement, which occurred and remained continuing and uncured
for non-payment. Accordingly, on or about the same date, TCA Fund demanded the Escrow Agent under the terms of the Pledge Agreement
and Escrow Agreement, to deliver to TCA Fund the Pledged Securities (as defined in the Pledge Agreement), along with all applicable
Transfer Documents (as defined in the Pledge Agreement), and TCA Fund became the registered owner of the Pledged Securities in
accordance with the terms of the Pledge Agreement.
|
|
|
(2)
|
As of November 14, 2016, the Company has
121,813,500
shares
of common stock, $0.0001 par value per share, issued and outstanding. As of the same date, TCA Fund holds 83,026,667 shares
of the Company’s common stock equal to approximately
69%
of the total
aggregate issued and outstanding shares of capital stock of the Company.
|
Item
1 Security and Issuer.
The
statement relates to 83,026,667 shares of the Company’s common stock par value $0.0001 per share (the “Common Stock”).
The principal executive office of the Company is located at 8 Wall Street, New York, New York 10005.
Item
2 Identity and Background
The
Statement is being filed by TCA Global Credit Master Fund L.P. a Cayman Islands limited partnership (“TCA Fund”).
TCA
Fund’s address is as follows:
3960
Howard Hughes Parkway, Suite 500
Las
Vegas, NV 89169
TCA
Fund is a short duration, absolute return fund specializing in senior secured lending and advisory services to small, publicly
listed companies predominately in the U.S., Canada, Western Europe and Australia.
During
the last five years neither TCA Fund nor any of its representatives has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding he 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.
TCA
Fund acquired the reported shares of Common Stock as follows:
As
disclosed in the Champion Pain Care Corporation (the “Company”) Current Report on Form 8-K filed on December 5, 2016,
the Company entered into a Senior Secured Revolving Credit Facility Agreement, effective as of December 1, 2016 (the “Credit
Agreement”), with TCA Fund. Effective December 1, 2016, in connection with the Credit Agreement, the Company entered into
a Pledge Agreement (the “Pledge Agreement”) and Escrow Agreement (the “Escrow Agreement”), with Champion
Care Corp. (“Champion”), Garland A. Brown, Jr. (“Brown”), Mark H. Connor (“Connor”), Emil
Schiller (“Schiller”), Terrance Owen (“Owen”), Jack Fishman (“Fishman”), Patricia Genereaux
(“Genereaux”), Sheena Sim (“Sim”), and Mary Anne Youngson (“Youngson” and, collectively with
Champion, Brown, Connor, Schiller, Owen, Fishman, Genereaux and Sim, the “Pledgors”), TCA, and the Escrow Agent (the
“Escrow Agent”).
On
March 7, 2016, TCA Fund provided notice to the Company and the Pledgors (as defined in the Credit Agreement) of an Event of Default
(as defined in the Credit Agreement) under the terms and conditions of the Credit Agreement, which occurred and remained continuing
and uncured for non-payment. Accordingly, on or about the same date, TCA Fund demanded the Escrow Agent under the terms of the
Pledge Agreement and Escrow Agreement, to deliver to TCA Fund the Pledged Securities (as defined in the Pledge Agreement), along
with all applicable Transfer Documents (as defined in the Pledge Agreement), and TCA Fund became the registered owner of the Pledged
Securities in accordance with the terms of the Pledge Agreement.
Item
4 Purpose of Transaction.
The
purpose of the acquisition of the securities of the Company by TCA Fund is the repayment of certain loans made by TCA Fund to
the Company under the terms and conditions of the Credit Agreement and related Transaction Documents (as defined in the Credit
Agreement).
As of the date hereof, TCA Fund does not have
any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities of the Company,
or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business
or corporate structure; (g) any change in the Company’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company 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; (i) a class of equity securities of the Company becoming eligible for termination
of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item
5 Interest in Securities of the Issuer.
(a) As of November 14, 2016, TCA Fund
holds 83,026,667 shares of Common Stock of the Company and such amount represents approximately
69%
of
the total issued and outstanding shares of the Company’s capital stock. As of November 14, 2016, the Common Stock held by
TCA Fund represents a majority of the voting equity of the Company.
(b)
The Investment Manager of TCA Fund, TCA Management, holds sole voting and dispositive power over the shares of Common Stock. Bob
Press is the Chief Executive Officer of TCA Management.
(c)
Other than disclosed below, there were no transactions by TCA Fund in the Company capital stock during the last 60 days:
(d)
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 Company owned by TCA Fund.
(e)
Not applicable.
Item
6 Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.
To
the knowledge of TCA Fund, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including
but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies between Mr. Press
and/or any other person, with respect to any securities of the Company.
Item
7 Material to be Filed as Exhibits.
None.
SIGNATURES
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.
TCA
GLOBAL CREDIT MASTER FUND LP
Date:
March 23, 2018
|
|
|
|
/s/
Bob Press
|
|
Name:
Bob Press
|
|
Title:
Chief Executive Officer
|
|
5
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