SC 13D/A 1 sc13da611444001_11202019.htm AMENDMENT NO. 6 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)1

Creative Learning Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

22529R106

(CUSIP Number)

Blake Furlow

2110 N Westgate

Boise, ID 83704

(208) 724-7443

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 18, 2019

(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.

 

 

 

1              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. 22529R106

  1   NAME OF REPORTING PERSON  
         
        BLAKE FURLOW  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        U.S.A  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,008,734*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,008,734*  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,008,734*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        22.5%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

* Represents (i) 2,957,705 shares of Common Stock held in the name of Blake Furlow and (ii) 51,029 shares of Common Stock held in the name of Anik Furlow.

  

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CUSIP NO. 22529R106

  1   NAME OF REPORTING PERSON  
         
        ANIK FURLOW  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,008,734*  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,008,734*  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,008,734*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        22.5%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

* Represents (i) 2,957,705 shares of Common Stock held in the name of Blake Furlow and (ii) 51,029 shares of Common Stock held in the name of Anik Furlow.

  

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CUSIP NO. 22529R106

 

The following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D filed by the undersigned. This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

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

Item 3 is hereby amended and restated to read as follows:

Other than 566,176 shares of Common Stock awarded to Mr. Furlow in connection with his service as an officer of the Issuer, the shares of Common Stock directly owned by the Reporting Persons were purchased with personal funds. The aggregate purchase price of the 2,442,558 shares of Common Stock purchased by the Reporting Persons is approximately $380,707, excluding brokerage commissions.

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

Mr. Furlow exercised a certain warrant (the “Warrant”) granted to Mr. Furlow in consideration of a Letter of Credit he provided to the Issuer in December 2017. On November 18, 2019, pursuant to the exercise of the Warrant, the Issuer issued 7,000 shares of Common Stock to Mr. Furlow.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Common Stock reported owned by each person named herein is based upon 13,354,261 shares of Common Stock outstanding as of November 21, 2019, which is the total number of shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2019.

As of the close of business on November 22, 2019, the Reporting Persons beneficially owned 3,008,734 shares of Common Stock, constituting approximately 22.5% of the Common Stock outstanding.

(b)        The Reporting Persons have the sole power to vote and the sole power to dispose of each of 3,008,734 shares of Common Stock which they may be deemed to beneficially own.

(c)       Except for 7,000 shares of Common Stock acquired pursuant to the exercise of the Warrant on November 18, 2019 and 566,176 shares of Common Stock Mr. Furlow received in connection with his service as an officer of the Issuer on November 18, 2019, there have been no other transactions in Issuer’s securities during the past sixty days by the Reporting Persons.

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

Item 6 is hereby amended to add the following:

Mr. Furlow exercised the Warrant, as described in Item 4, which is incorporated herein by reference.

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CUSIP NO. 22529R106

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 22, 2019

 

   
 

/s/ Blake Furlow

  BLAKE FURLOW

 

   
 

/s/ Anik Furlow

  ANIK FURLOW

 

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