Washington, D.C. 20549
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover
page.
The information required
in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject
to all other provisions of the Act, (however, see the Notes).
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
YA II PN, Ltd.
(98-0615462)
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Cayman Islands
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6.
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%*
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
YA Global II SPV, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%*
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
YA Global Investments II (U.S.), LP
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
YAII GP, LP
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
Yorkville Advisors GP, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
Yorkville Advisors Global, LP
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
Yorkville Advisors Global II, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
Matthew Beckman
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: U.S.A.
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
D-Beta One EQ, Ltd.
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Cayman Islands
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
D-Beta One Blocker EQ, Ltd.
(98-1312787)
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Cayman Islands
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%
|
|
12.
|
Type of Reporting Person (See Instructions): OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
CUSIP No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
D-Beta One Growth and Opportunity Fund Offshore,
LP
(98-1312519)
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Cayman Islands
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person:
4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99%
|
|
12.
|
Type of Reporting Person (See Instructions): PN
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
Cusip No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
Delta Beta Advisors, LLC
(81-3109521)
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person: 4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99% (see Item No. 6 Below)
|
|
12.
|
Type of Reporting Person (See Instructions):
OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
Cusip No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
Delta Beta Advisors, LP
(81-3014898)
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person: 4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99% (see Item No. 6 Below)
|
|
12.
|
Type of Reporting Person (See Instructions):
PN
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
Cusip No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
D-Beta One GP, LLC
(81-3005935)
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person: 4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99% (see Item No. 6 Below)
|
|
12.
|
Type of Reporting Person (See Instructions):
OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
Cusip No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
MDM Cultivation, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: Delaware
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person: 4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99% (see Item No. 6 Below)
|
|
12.
|
Type of Reporting Person (See Instructions):
OO
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
Cusip No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
Mark Angelo
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: U.S.A.
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person: 4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99% (see Item No. 6 Below)
|
|
12.
|
Type of Reporting Person (See Instructions):
IN
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
Cusip No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
David Gonzalez
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: U.S.A.
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person: 4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99% (see Item No. 6 Below)
|
|
12.
|
Type of Reporting Person (See Instructions):
IN
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
Cusip No.
834230104
|
1.
|
Names of Reporting Persons.
|
I.R.S. Identification Nos. of above persons (entities
only)
Michael Rosselli
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
4.
|
Citizenship or Place of Organization: U.S.A.
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5.
|
Sole Voting Power:
|
|
0
|
6
|
Shared Voting Power:
|
|
4,647,782*
|
7.
|
Sole Dispositive Power:
|
|
0
|
8.
|
Shared Dispositive Power:
|
|
4,647,782*
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person: 4,647,782*
|
|
10.
|
Check if the Aggregate Amount in Row (9)
¨
Excludes Certain Shares (See Instructions)
|
|
11.
|
Percentage of Class Represented by Amount
in Row (9): 9.99% (see Item No. 6 Below)
|
|
12.
|
Type of Reporting Person (See Instructions):
IN
|
*Calculations are based on 2,650,000 shares
of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number of additional shares underlying
warrants exercisable into shares of Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of
Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
Item 1.
|
(a)
|
Name of Issuer:
Solis Tek, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
853 Sandhill Ave
Carson, CA 90746
|
Item 2.
|
Identity and Background
.
|
|
(a)
|
Name of Person Filing
: YA II PN, Ltd.
|
|
(b)
|
Address of Principal Executive Office or, if none, Residence of Reporting Persons:
|
1012 Springfield Ave.
Mountainside, NJ 07092
|
(c)
|
Citizenship:
Cayman Islands
|
|
(d)
|
Title of Class of Securities:
Common Shares, par value $0.001 per share
|
|
(e)
|
CUSIP Number:
834230104
|
|
Item 3.
|
If the statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is:
|
|
(a)
|
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
Investment company registered under
section 8 of the Investment Company Act of 1940 (15 of the Act (15 U.S.C. 78o);
|
|
(e)
|
¨
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
¨
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); or
|
|
(k)
|
x
Group, in accordance with 240.13d(b)(1)(ii)(K).
|
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned: 4,647,782*
|
|
(b)
|
Percentage of Class: 9.99%
|
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole Power to vote or to direct the vote:
0
|
|
(ii)
|
Shared power to vote or to direct the vote: 4,647,782*
|
|
(iii)
|
Sole power to dispose or to direct the disposition:
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition: 4,647,782*
|
*Calculations are
based on 2,650,000 shares of Common Stock beneficially owned directly by YA II PN, Ltd. and D-Beta One EQ, Ltd., plus a number
of additional shares underlying warrants exercisable into shares of Common Stock such that the reporting person is deemed to be
the beneficial owner of 9.99% of Solis Tek’s outstanding Common Stock of 44,526,564 shares as of the date of this filing.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
:
|
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
|
Item 6.
|
Ownership of more than five percent on Behalf of Another Person
.
|
The reporting persons
directly or indirectly own an aggregate of 4,647,782*, or 9.99%, shares of Common Stock of Solis Tek, Inc. (“Solis Tek”)
as of the date of this filing. YA II and the other reporting persons shared the power to vote and dispose any such Common Stock.
Direct
beneficial
ownership of such Common Stock by the reporting persons is as follows (and therefore
excludes
any Common Stock indirectly
held by such person or any securities, such as warrants, which may be exercised or converted into Common Stock of Solis Tek):
|
·
|
YA II PN, Ltd. – 500,000
|
|
·
|
YA Global II SPV, LLC -- 0
|
|
·
|
YA Global Investments II (U.S.), LP -- 0
|
|
·
|
Yorkville Advisors Global, LP – 0
|
|
·
|
Yorkville Advisors Global II, LLC – 0
|
|
·
|
Yorkville Advisors GP, LLC -- 0
|
|
·
|
D-Beta One EQ, Ltd. – 2,150,000 (these shares are titled in the name of YA II PN, Ltd., but
are beneficially owned by D-Beta One EQ, Ltd. through a participation agreement with YA II PN, Ltd.)
|
|
·
|
D-Beta One Blocker EQ, Ltd. – 0
|
|
·
|
D-Beta One Growth & Opportunity Fund Offshore, LP – 0
|
|
·
|
Delta Beta Advisors, LP – 0
|
|
·
|
Delta Beta Advisors, LLC – 0
|
In addition to the
direct beneficial ownership set forth above, each reporting person is also deemed to be the
indirect
beneficial owner of
additional Common Stock that may be acquired by each such reporting person within 60 days of the date of this filing. Such Common
Stock may be acquired by the reporting persons upon the exercise of Warrants, which are exercisable into Solis Tek’s Common
Stock. The Warrants are subject to an ownership cap that limits the number of Common Stock that may be issued upon exercise of
the Warrants into 9.99% of Solis Tek’s outstanding Common Stock. In calculating the number of shares of Common Stock that
may be subject to the ownership cap, the number of shares of Common Stock beneficially owned by the holder of the Warrants and
all of its affiliates are taken into consideration. Solely for purposes of this filing, all of the reporting persons are deemed
to be affiliated parties and therefore any shares of Common Stock beneficially owned by one reporting person are deemed to be held
by all other reporting persons.
YA II PN, Ltd. (“YA
II”) entered into a Standby Equity Distribution Agreement (the “SEDA”) with Solis Tek dated as of April 16, 2018.
Under the SEDA, Solis Tek has the option to sell its common shares to YA II at a price and on the terms and subject to the conditions
set forth in the SEDA. Under the SEDA, Solis Tek is prohibited from selling shares to YA II to the extent that it would cause the
aggregate number of shares beneficially owned by YA II and its affiliates to exceed 9.99% of the shares of Solis Tek.
YA II holds warrants
to purchase 7.5 million shares of Solis Tek’s Common Stock at an exercise price of $1.50 per share. These warrants contain
ownership caps prohibiting YA II from exercising any of the warrants to the extent that after giving effect to such exercise, YA
II and its affiliates would beneficially own more than 9.99% of Solis Tek’s Common Stock.
YA Global II SPV, LLC
(“YA SPV”) holds warrants to purchase 1.0 million shares of Solis Tek’s Common Stock at an exercise price of
$0.01 per share. These warrants contain ownership caps prohibiting YA SPV from exercising any of the warrants to the extent that
after giving effect to such exercise, YA SPV and its affiliates would beneficially own more than 9.99% of Solis Tek’s Common
Stock
MDM Cultivation, LLC
holds warrants to purchase 2,250,000 shares of Solis Tek’s Common Stock at an exercise price of $0.01 per share. These warrants
contain ownership caps prohibiting MDM Cultivation from exercising any of the warrants to the extent that after giving effect to
such exercise, MDM Cultivation and its affiliates would beneficially own more than 9.99% of Solis Tek’s Common Stock.
The number of shares
of Common Stock beneficially owned, directly and indirectly, by each reporting person is calculated based on 44,526,564 shares
of Common Stock outstanding as of this filing, plus a number of additional shares underlying warrants exercisable into shares of
Common Stock such that the reporting person is deemed to be the beneficial owner of 9.99% of the outstanding Common Stock. As such,
each reporting person is deemed to beneficially own 4,647,782 shares of Common Stock.
Below is a description
of the relationship among the reporting persons:
YA II is beneficially
owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). YA SPV is a wholly-owned subsidiary of YA II. Yorkville
Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA
Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the
YA Feeder. Yorkville Advisors GP, LLC (the “Yorkville GP”) is the general partner to the YA GP. Matthew Beckman makes
the investment decisions on behalf of YA II. Accordingly, each of YA II, YA SPV, YA Feeder, the YA Advisor, the YA Advisor GP,
the YA GP, the Yorkville GP and Matthew Beckman may be deemed affiliates and therefore may be deemed to beneficially own the same
number of shares of Common Stock.
D-Beta One EQ, Ltd.
(“D-Beta”) is beneficially owned by D-Beta One Blocker EQ, Ltd. (“Blocker”), which is beneficially owned
by D-Beta One Growth and Opportunity Fund Offshore, LP (the “Opportunity Fund”). Delta Beta Advisors, LP (“D-Beta
Advisor”) is the investment manager to D-Beta. Delta Beta Advisors, LLC (the “Delta Advisor GP”) is the general
partner to the D-Beta Advisor. D-Beta One GP, LLC (“D-Beta GP”) is the general partner to the Opportunity Fund. Mark
Angelo makes the investment decisions on behalf of D-Beta. Accordingly, each of D-Beta, the Blocker, the Opportunity Fund, the
D-Beta Advisors, the Delta Advisor GP, the D-Beta GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially
own the same number of shares of Common Stock.
MDM Cultivation, LLC
is beneficially owned by Mark Angelo, Matthew Beckman, David Gonzalez and Michael Rosselli.
For purposes of this
filing, each of the reporting persons is deemed an affiliate of each other reporting person. YA II and D-Beta may be deemed affiliates
through common ownership of the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP, the D-Beta Advisor, the Delta Advisor
GP and the D-Beta GP, each of which may be deemed an affiliate of YA II, the YA Feeder, D-Beta, the Blocker and the Opportunity
Fund. YA II, D-Beta and MDM Cultivation may be deemed affiliates overlapping ownership.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
Not Applicable
|
Item 8.
|
Identification and Classification of Member Group
|
See Item 6.
|
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
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 participant in any transaction having that purpose or effect.
Additional Information
:
Each Reporting Person
disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be
deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or
for any other purpose.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.
REPORTING PERSON
:
YA II PN, Ltd.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
YA GLOBAL II SPV, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
YA Global Investments II (U.S.), Ltd.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
Yorkville Advisors Global, LP
|
|
|
|
|
|
|
|
|
|
|
By: Yorkville Advisors Global, LLC
|
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
Yorkville Advisors Global II, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
YAII GP, LP
|
|
|
|
|
|
|
|
|
|
|
By: Yorkville Advisors GP, LLC
|
|
|
|
|
Its: General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
Yorkville Advisors GP, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
D-Beta One EQ, Ltd.
|
|
|
|
|
|
|
|
|
|
|
By: Delta Beta Advisors, LLC
|
|
|
|
|
Its: Investment Manager
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
D-Beta One Blocker EQ, Ltd.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
D-Beta One Growth and Opportunity Fund Offshore, LP
|
|
|
|
|
|
|
|
|
|
|
By:
D-Beta One GP, LP
|
|
|
|
|
Its:
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
D-Beta One GP, LLC
|
|
|
|
|
Its:
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
D-Beta One GP, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
Delta Beta Advisors, LP
|
|
|
|
|
|
|
|
|
|
|
By:
Delta Beta Advisors, LLC
|
|
|
|
|
Its:
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
D-Beta One GP, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Troy J. Rillo, Esq.
|
|
Date:
|
5/17/2018
|
|
|
Troy J. Rillo, Esq.
|
|
|
|
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
MDM CULTIVATION, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Angelo
|
|
Date:
|
5/17/2018
|
|
|
Mark Angelo, Manager
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Mark Angelo
|
|
Date:
|
5/17/2018
|
|
|
Mark Angelo
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Matthew Beckman
|
|
Date:
|
5/17/2018
|
|
|
Matthew Beckman
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David Gonzalez
|
|
Date:
|
5/17/2018
|
|
|
David Gonzalez
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael Rosselli
|
|
Date:
|
5/17/2018
|
|
|
Michael Rosselli
|
|
|
|
|