SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

The ONE Group Hospitality, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

88338K103

(CUSIP Number)

 

Mr. Gregory Harnish

Anson Funds

155 University Avenue, Suite 207

Toronto, ON MSH 387

(416) 572-1766

 

With a copy to:

David E. Danovitch, Esq.

Robinson Brog Leinwand Greene Genovese & Gluck P.C.

875 Third Avenue, 9th Floor

New York, New York 10022

(212)-603-6300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 2, 2018

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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).

 

CUSIP No. 88338K10313D/APage 2 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Anson Investments Master Fund LP

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

 

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 7

SOLE VOTING POWER

 

0

 

8

SHARED VOTING POWER

 

1,472,921

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

1,472,921

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,112,921(1)

 

12

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

 

  ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.2%

 

  
14

TYPE OF REPORTING PERSON

 

IA, PN

 

  

 

  (1) This number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.

 

CUSIP No. 88338K10313D/APage 3 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Anson Funds Management LP

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

 

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 7

SOLE VOTING POWER

 

0

 

8

SHARED VOTING POWER

 

1,472,921

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

1,472,921

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,112,921(2)

 

12

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

 

  ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.2%

 

  
14

TYPE OF REPORTING PERSON

 

IA, PN

 

  

 

  (2) This number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.

 

CUSIP No. 88338K10313D/APage 4 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Anson Management GP LLC

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

 

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 7

SOLE VOTING POWER

 

0

 

8

SHARED VOTING POWER

 

1,472,921

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

1,472,921

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,112,921(3)

 

12

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

 

  ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.2%

 

  
14

TYPE OF REPORTING PERSON

 

HC, OO

 

  

 

  (3) This number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.

 

CUSIP No. 88338K10313D/APage 5 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Bruce R. Winson

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

 

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 7

SOLE VOTING POWER

 

0

 

8

SHARED VOTING POWER

 

1,472,921

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

1,472,921

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,112,921(4)

 

12

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

 

  ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.2%

 

  
14

TYPE OF REPORTING PERSON

 

HC, IN

 

  

 

  (4) This number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.

 

CUSIP No. 88338K10313D/APage 6 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Anson Advisors Inc.

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

 

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 7

SOLE VOTING POWER

 

0

 

8

SHARED VOTING POWER

 

1,472,921

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

1,472,921

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,112,921(5)

 

12

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

 

  ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.2%

 

  
14

TYPE OF REPORTING PERSON

 

CO

 

 

  (5) This number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.

 

CUSIP No. 88338K10313D/APage 7 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Adam Spears

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

 

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canadian Citizen

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 7

SOLE VOTING POWER

 

0

 

8

SHARED VOTING POWER

 

1,472,921

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

1,472,921

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,112,921(6)

 

12

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

 

  ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.2%

 

  
14

TYPE OF REPORTING PERSON

 

IN

 

 

  (6) This number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.

 

CUSIP No. 88338K10313D/APage 8 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Moez Kassam

 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

 

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

  ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canadian Citizen

 

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

 7

SOLE VOTING POWER

 

0

 

8

SHARED VOTING POWER

 

1,472,921

 

9

SOLE DISPOSITIVE POWER

 

0

 

10

SHARED DISPOSITIVE POWER

 

1,472,921

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,112,921(7)

 

12

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

 

  ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.2%

 

  
14

TYPE OF REPORTING PERSON

 

IN

 

 

  (7) This number includes 640,000 shares of Common Stock issuable upon exercise of certain warrants owned by the Reporting Persons.

 

CUSIP No. 88338K10313D/APage 9 of 10 Pages

 

On December 31, 2016 Anson Funds Management LP (d/b/a Anson Group), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Bruce R. Winson, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc. (d/b/a Anson Funds), an Ontario, Canada corporation, Mr. Adam Spears, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc. (collectively, the “Initial Reporting Persons”), jointly filed a Statement of Beneficial Ownership on a Form 13G pursuant to Rule 240.13d-1(b) of the Securities Exchange Act of 1934 (the “Act”) with the Securities and Exchange Commission (the “SEC”). On August 4, 2017, the Initial Reporting Persons, as well as Anson Investments Master Fund LP, a Cayman Islands limited partnership, who was originally eligible to file with the Initial Reporting Persons on the Original 13G (the Anson Investments Master Fund together with the Initial Reporting Persons are hereafter collectively referred to as the “Reporting Persons”), jointly filed a Statement of Beneficial Ownership on Schedule 13D (the “Original Schedule 13D”) pursuant to Rule 240.13d-1(e) of the Act to reflect an intention by the Initial Reporting Persons to hold the securities with a purpose or effect of changing or influencing control of the issuer. The Original Schedule 13D was amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on November 16, 2017 by the Reporting Persons, to reflect a change in the percentage of ownership of shares by the Reporting Persons.

 

Whereas, pursuant to § 240.13d-1(h) of the Act, the Reporting Persons qualify to file a Statement of Beneficial Ownership on a Form 13G under Rule 240.13d-1(b) of the Act which, among other things, requires that the Reporting Persons “acquired such securities in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the issuer, nor in connection with or as a participant in any transaction having such purpose or effect” This Amendment No. 2 to the Original Schedule 13D (this “Amendment No. 2”) constitutes the final amendment to the Reporting Persons’ Schedule 13D and an exit filing for the Reporting Persons,

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

The purpose of the holding of the securities of the Issuer by the Reporting Persons is solely for investment purposes, and, pursuant to Section 240.13d-1(b) is in the “ordinary course of the business” of the Reporting Persons and “not with the purpose nor with the effect of changing or influencing the control of the issuer, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to § 240.13d-1(b) and § 240.13d-1(c) of the Act, other than activities solely in connection with a nomination under § 240.14a-11 of the Act.”

 

Exhibits

 

Exhibit 99.1Joint Filing Agreement dated March 2, 2018, by and among Anson Investments Master Fund LP, Anson Funds Management LP, Anson Management GP LLC, Mr. Winson, Anson Advisors Inc., Mr. Spears and Mr. Kassam.

 

CUSIP No. 88338K10313D/APage 10 of 10 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 2 is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Amendment No. 2 with respect to the shares of Common Stock of the Company.

 

Dated: March 2, 2018

 

  ANSON INVESTMENTS MASTER FUND LP
   
  By: ANSON ADVISORS INC.
     
  By: /s/ Adam Spears
    Adam Spears
    Director
     
  By: /s/ Moez Kassam
    Moez Kassam
    Director

 

  ANSON FUNDS MANAGEMENT LP
   
  By: Anson Management GP LLC, its general partner
     
  By: /s/ Bruce R. Winson
    Bruce R. Winson
    Manager
     
  ANSON MANAGEMENT GP LLC
     
  By: /s/ Bruce R. Winson
    Bruce R. Winson
    Manager
     
  /s/ Bruce R. Winson
  Bruce R. Winson
     
  ANSON ADVISORS INC.
     
  By: /s/ Adam Spears
    Adam Spears
    Director
     
  By: /s/ Moez Kassam
    Moez Kassam
    Director
     
  /s/ Adam Spears
  Adam Spears
   
  /s/ Moez Kassam
  Moez Kassam