Amended Statement of Beneficial Ownership (sc 13d/a)
14 Ottobre 2021 - 8:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 1)
Tofutti
Brands Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
88906B105
(CUSIP
Number)
Steven
J. Glusband
Carter
Ledyard & Milburn LLP
2
Wall Street, New York, New York 10005
(212)
732-3200
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
February
24, 2021
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 ss. 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).
SCHEDULE
13D
CUSIP
NO.: 88906B105
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1
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NAMES
OF REPORTING PERSON Efrain Mintz (1)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☐
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3
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SEC
USE ONLY
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|
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4
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SOURCE
OF FUNDS (See Instructions) OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION United States
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NUMBER
OF SHARES
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7
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SOLE
VOTING POWER -
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|
|
|
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BENEFICIALLY
OWNED BY
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8
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SHARED
VOTING POWER 2,912,926
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER -
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER 2,912,926
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,912,926 (2)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
(See
Instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.58% (3)
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14
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TYPE
OF REPORTING PERSON (See Instructions) IN
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(1)
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On
February 24, 2021, Mr. David Mintz passed away. Upon Mr. David Mintz’s death, all of
his assets were transferred to his estate. Mr. Efraim Mintz is the executor of the Estate
of David Mintz.
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|
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(2)
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Includes
282,486 shares issuable upon conversion of a $500,000 note between the Estate of Mr. David Mintz and the Issuer.
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(3)
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Based
upon 5,153,706 shares the Issuer’s common stock outstanding on August 16, 2021 as reported
in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August
17, 2021.
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1
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NAMES
OF REPORTING PERSON The Estate of David Mintz (1)
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|
|
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
☐
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3
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SEC
USE ONLY
|
|
|
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4
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SOURCE
OF FUNDS (See Instructions) OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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|
|
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION United States
|
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NUMBER
OF SHARES
|
7
|
SOLE
VOTING POWER -
|
|
|
|
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER 2,912,926
|
|
|
|
|
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EACH
REPORTING
|
9
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SOLE
DISPOSITIVE POWER -
|
|
|
|
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PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER 2,912,926
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,912,926 (2)
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
(See
Instructions)
|
|
|
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.58%(3)
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14
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TYPE
OF REPORTING PERSON (See Instructions) OO
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(1)
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On
February 24, 2021,Mr. David Mintz passed away. Upon Mr. Mintz’s death, all of his assets
were transferred to his estate. Mr. Efraim Mintz is the executor of the Estate of David Mintz.
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|
|
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(2)
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Includes
282,486 shares issuable upon conversion of a $500,000 note between the Estate of Mr. Mintz and the Issuer.
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|
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(3)
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Based
upon 5,153,706 shares of the Issuer’s common stock outstanding on August 16, 2021 as
reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission
on August 17, 2021.
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SCHEDULE
13D
PAGE
3 of 5
Item
1. Security and Issuer
This
Amendment No. 1 (“Amendment No. 1”) amends the statement on Schedule 13D initially filed by the David Mintz on January 12,
2016 (the “Original Schedule 13D”) relating to shares of the common stock, $.01 par value per share of Tofutti Brands Inc.,
a Delaware corporation (the “Issuer”). Except as otherwise set forth herein, this Amendment No. 1 does not modify any of
the information previously reported by the Reporting Parties in the Original Schedule 13D.
The
principal executive offices of the Company are located at 50 Jackson Drive, Cranford, New Jersey.
Item
2. Identity and Background.
This
Schedule 13D is filed on behalf of
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i.
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The
Estate of David Mintz as successor in interest to David Mintz (the “Estate”), with respect to the Common Stock directly
owned by it; and
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ii.
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Efraim
Mintz, a United States citizen, the executor of the Estate and a director of the Issuer, with respect to the Common Stock
beneficially owned by him. Mr. David Mintz was the uncle of Efraim Mintz.
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Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
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(A)
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Each
of the Reporting Person’s address is c/o Tofutti Brands Inc., 50 Jackson Drive, Cranford, New Jersey 07016.
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(B)
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Efraim
Mintz is the founding Executive Director of the Rohr Jewish Learning Institute (JLI), the largest network of adult education, providing
accredited courses, seminars, and multiple educational offerings in 2,000 chapters across the globe since 1999. He is also the founder
of the Wellness Institute, offering mental health educational offerings and trainings for social workers, educators, and parents.
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(C)
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The
Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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(D)
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The
Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction or 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.
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Item
3. Source and Amount of Funds or Other Consideration.
Mr.
David Mintz passed away on February 24, 2021. After Mr. David Mintz’s death the shares of Common Stock directly and beneficially
owned by him were transferred to the Estate and Mr. Efraim Mintz became the executor of the Estate.
Item
4. Purpose of Transaction.
Mr.
David Mintz passed away on February 24, 2021. After Mr. David Mintz’s death the shares of Common Stock directly and beneficially
owned by him were transferred to the Estate and Mr. Efraim Mintz became the executor of the Estate.
On
January 6, 2016, David Mintz, the Issuer’s former Chairman and Chief Executive, provided the Issuer with a loan of $500,000. The
loan, which was originally set to expire on December 31, 2017 was extended to December 31, 2022 effective January 10, 2020. The original
loan was convertible into shares of the Issuer’s Common Stock at a conversion price of $4.01 per share, the closing price of its
common stock on the NYSE MKT on the date the promissory note was first entered into. The extended loan is, at the option of the holder,
convertible into the Issuer’s Common Stock at a conversion price of $1.77 per share, the closing price of the Issuer’s Common
Stock on the date of the extension of the promissory note. No other terms of the loan were modified. Commencing March 31, 2016,interest
of 5% is payable on a quarterly basis without compounding. The loan may be prepaid in whole or in part at any time without premium or
penalty. In any event of default, as defined in the promissory note, without any action on the part of the Estate, the interest rate
will increase to 12% per annum and the entire principal and interest balance under the loan, and all of the Issuer’s other obligations
under the loan, will be immediately due and payable, and the Estate will be entitled to seek and institute any and all remedies available
to it.
Item
5. Interest in Securities of the Issuer
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(a)
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The
Reporting Persons are the beneficial owners of the 2,912,926 shares, or approximately 53.58% of the shares of Common Stock outstanding.
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(b)
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The
Reporting Persons have shared voting and dispositive power with respect to the 2,912,926 shares of Common Stock beneficially owned
by them.
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(c)
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Includes
282,486 shares of Common Stock issuable upon conversion of a $500,000 note between the Estate and the Issuer.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other
than the loan, which includes a promissory note and a security agreement, as described in Item 4 and 5 the agreements incorporated herein
by reference, and the nature of the Reporting Person’s principal occupation as described in Item 2, to the knowledge of the Reporting
Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the person named in this Schedule
13D and any person with respect to any securities of the Issuer, 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 loss,
or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set
forth in this Statement on Schedule 13D is true, complete and correct.
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October
14, 2021
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(Date)
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/s/
Efraim Mintz
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The
Estate of David Mintz
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Efraim
Mintz, as executor
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Grafico Azioni Tofutti Brands (QB) (USOTC:TOFB)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Tofutti Brands (QB) (USOTC:TOFB)
Storico
Da Feb 2024 a Feb 2025
