SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
UPPERCUT BRANDS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
91670U101
(CUSIP Number)
April 17, 2020
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
CUSIP No. 91670U101 |
1 |
NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Scott Wilfong | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐ (b) ☐ |
3 |
SEC USE ONLY
| |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
5,393,787 |
6 |
SHARED VOTING POWER
0 | |
7 |
SOLE DISPOSITIVE POWER
5,393,787 | |
8 |
SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,393,787 | |
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5% (based on 83,141,956 shares outstanding as of May 20, 2020) | |
12 |
TYPE OF REPORTING PERSON
IN | |
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| Item 1(a). | Name of Issuer: |
Uppercut Brands, Inc., a Delaware corporation (“Issuer”)
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
560 Sylvan Avenue, Suite 3160, Englewood Cliffs, NJ 07632
| Item 2(a). | Name of Person Filing. |
The statement is filed on behalf of Scott Wilfong (the “Reporting Person”).
| Item 2(b). | Address of Principal Business Office or, if None, Residence. |
6427 Lake Washington Blvd. NE, Kirkland, WA 98033
| Item 2(c). | Citizenship. |
The Reporting Person is a citizen of the United States.
| Item 2(d). | Title of Class of Securities. |
Common Stock, par value $0.001.
| Item 2(e). | CUSIP Number. |
91670U101
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 5,393,787 |
| (b) | Percent of class: 6.5% (based on 83,141,956 shares of common stock outstanding as of May 20, 2020) |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 5,393,787 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 5,393,787 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
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.
| Scott Wilfong | |
| Date: May 20, 2020 | /s/ Scott Wilfong |
| Scott Wilfong |
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