CUSIP No. 560690208
|
13D
|
|||||
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
|||||
Michael Brauser
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
|
|||||
(a) o
|
||||||
(b) o Reporting person is affiliated with other persons
|
||||||
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)
|
|||||
o
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
United States
|
||||||
7
|
SOLE VOTING POWER
|
|||||
|
400,100 (1) (2)
|
|||||
NUMBER OF
|
8
|
SHARED VOTING POWER
|
||||
SHARES
|
||||||
BENEFICIALLY
|
|
507,470 (3) (4)
|
||||
OWNED BY
|
9
|
SOLE DISPOSITIVE POWER
|
||||
EACH REPORTING
|
||||||
PERSON WITH
|
|
400,100 (1) (2)
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||||
|
507,470 (3) (4)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
907,570 (1) (2) (3) (4)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||||
o
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
8.3% (based on 10,890,701 shares issued and outstanding as of October 2, 2015)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
|||||
IN
|
(1)
|
Represents 400,100 shares of common stock, par value $0.001 per share (the “Common Stock”), of Majesco Entertainment Company (the “Company”) held by Michael Brauser, of which 400,000 shares represent a restricted stock award under the 2014 Equity Incentive Plan approved by the Company’s shareholders, and which vest at a rate of 1/24 of such award shares per month or upon a Qualified Transaction as defined in the award.
|
(2)
|
Excludes 2,205,883 shares of Common Stock underlying shares of Series A Convertible Preferred Stock and 1,575,630 shares of Common Stock underlying shares of Series B Convertible Preferred Stock held by Michael Brauser. Conversions by any holder of Series A Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. Mr. Brauser’s ownership had been limited accordingly.
|
(3)
|
Includes 235,786 shares of Common Stock held by Michael & Betsy Brauser TBE; 125,000 shares of Common Stock held by Betsy & Michael Brauser Charitable Family Foundation, of which Mr. Brauser is Chairman and over which Mr. Brauser holds voting and dispositive power; and 146,684 shares of Common Stock held by Grander Holdings, Inc. 401K,, of which Mr. Brauser is Trustee and over which Mr. Brauser holds voting and dispositive power.
|
(4)
|
Excludes (i) 117,648 shares of Common Stock underlying shares of Series A Convertible Preferred Stock and 84,000 shares of Common Stock underlying shares of Series B Convertible Preferred Stock held by Marlin Capital Investments, LLC, of which Mr. Brauser is Manager and over which he has voting and dispositive power; (ii) 511,483 shares of Common Stock underlying shares of Series C Convertible Preferred Stock and 216,670 shares of Common Stock underlying shares of Series C Convertible Preferred Stock held by Grander Holdings, Inc. 401K, of which Mr. Brauser is Trustee and over which Mr. Brauser holds voting and dispositive power; and (iii) 50,000 shares of Common Stock underlying shares of Series D Convertible Preferred Stock held by Betsy & Michael Brauser Charitable Family Foundation, of which Mr. Brauser is Chairman and over which Mr. Brauser holds voting and dispositive power. Conversions by any holder of Series A, Series B, Series C or Series D Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. Mr. Brauser’s ownership has been limited accordingly.
|
CUSIP No. 560690208
|
13D
|
|||||
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
|||||
Grander Holdings, Inc. 401K
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
|
|||||
(a) o
|
||||||
(b) o Reporting person is affiliated with other persons
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
|||||
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||||
o
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
Florida
|
||||||
7
|
SOLE VOTING POWER
|
|||||
|
0
|
|||||
NUMBER OF
|
8
|
SHARED VOTING POWER
|
||||
SHARES
|
||||||
BENEFICIALLY
|
|
146,684 (1)
|
||||
OWNED BY
|
9
|
SOLE DISPOSITIVE POWER
|
||||
EACH REPORTING
|
||||||
PERSON WITH
|
|
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||||
|
146,684 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
146,684 (1)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||||
o
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
1.347% (based on 10,890,701 shares issued and outstanding as of October 2, 2015)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
|||||
OO
|
(1)
|
Excludes 511,483 shares of Common Stock underlying shares of Series C Convertible Preferred Stock, and 216,670 shares of Common Stock underlying shares of Series D Convertible Preferred Stock. Conversions by any holder of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. The holder’s ownership has been limited accordingly.
|
CUSIP No. 560690208
|
13D
|
|||||
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
|||||
Betsy & Michael Brauser Charitable Family Foundation
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
|
|||||
(a) o
|
||||||
(b) o Reporting person is affiliated with other persons
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
|||||
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||||
o
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
Florida
|
||||||
7
|
SOLE VOTING POWER
|
|||||
|
0
|
|||||
NUMBER OF
|
8
|
SHARED VOTING POWER
|
||||
SHARES
|
||||||
BENEFICIALLY
|
|
125,000 (1)
|
||||
OWNED BY
|
9
|
SOLE DISPOSITIVE POWER
|
||||
EACH REPORTING
|
||||||
PERSON WITH
|
|
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||||
|
125,000 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
125,000
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||||
o
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
1.148% (based on 10,890,701 shares issued and outstanding as of October 2, 2015)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
|||||
OO
|
(1)
|
Excludes 50,000 shares of Common Stock underlying shares of Series D Convertible Preferred Stock. Conversions by any holder of Series D Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. The holder’s ownership has been limited accordingly.
|
CUSIP No. 560690208
|
13D
|
|||||
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
|||||
Marlin Capital Investments, LLC
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
|
|||||
(a) o
|
||||||
(b) o Reporting person is affiliated with other persons
|
||||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS
|
|||||
WC
|
||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|||||
o
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
Florida
|
||||||
7
|
SOLE VOTING POWER
|
|||||
|
0
|
|||||
NUMBER OF
|
8
|
SHARED VOTING POWER
|
||||
SHARES
|
||||||
BENEFICIALLY
|
|
0 (1)
|
||||
OWNED BY
|
9
|
SOLE DISPOSITIVE POWER
|
||||
EACH REPORTING
|
||||||
PERSON WITH
|
|
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||||
|
0 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
0 (1)
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||||
o
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
0.00% (based on 10,890,701 shares issued and outstanding as of October 2, 2015)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
|||||
OO
|
(1)
|
Excludes 117,648 shares of Common Stock underlying shares of Series A Convertible Preferred Stock and 84,000 shares of Common Stock underlying Series B Convertible Preferred Stock. Conversions by any holder of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. The holder’s ownership has been limited accordingly.
|
CUSIP No. 560690208
|
13D
|
|||||
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
|||||
Michael & Betsy Brauser TBE
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
|
|||||
(a) o
|
||||||
(b) o Reporting person is affiliated with other persons
|
||||||
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)
|
|||||
o
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||
Florida
|
||||||
7
|
SOLE VOTING POWER
|
|||||
|
0
|
|||||
NUMBER OF
|
8
|
SHARED VOTING POWER
|
||||
SHARES
|
||||||
BENEFICIALLY
|
|
235,786
|
||||
OWNED BY
|
9
|
SOLE DISPOSITIVE POWER
|
||||
EACH REPORTING
|
||||||
PERSON WITH
|
|
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||||
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||
235,786
|
||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|||||
o
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||
2.165% (based on 10,890,701 shares issued and outstanding as of October 2, 2015)
|
||||||
14
|
TYPE OF REPORTING PERSON
|
|||||
IN
|
(a)
|
Michael Brauser beneficially holds, together with all his affiliates, an aggregate of 907,570 shares of Common Stock, which represents 8.3% of the Company’s issued and outstanding Common Stock (based on 10,890,701 shares issued and outstanding shares of Common Stock as of October 2, 2015) including (i) 400,100 shares of Common Stock held by Michael Brauser, of which 400,000 shares represent a restricted stock award under the 2014 Equity Incentive Plan approved by the Company’s shareholders, and which vest at a rate of 1/24 of such award shares per month or upon a Qualified Transaction as defined in the award; (ii) 146,684 shares of Common Stock held by Grander Holdings, Inc. 401K; (iii) 125,000 shares of Common Stock held by Betsy & Michael Charitable Family Foundation and (iv) 235,786 shares of Common Stock held by Michael and Betsy Brauser TBE.
|
(b)
|
Michael Brauser may be deemed to hold sole voting and dispositive power over 400,100 shares of Common Stock (1) (2) and shared voting and dispositive power over 507,470 shares of Common Stock (3) (4).
|
(c)
|
Except as otherwise described herein, the Reporting Persons have not effected any transactions with respect to the Common Stock in the past sixty days.
|
|
On September 30, 2015, Michael Brauser entered into a Restricted Stock Agreement with the Company, in connection with his appointment on the same day as Director on the Company’s Board of Directors. Pursuant to the Restricted Stock Agreement, Mr. Brauser received 400,000 shares of Common Stock under the 2014 Equity Incentive Plan approved by the Company’s shareholders, and which vest at a rate of 1/24 of such shares per month or upon a Qualified Transaction as defined in the agreement.
|
(d)
|
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 907,570 shares of common stock reported in Item 5(a).
|
(e)
|
Not applicable.
|
(1)
|
Represents 400,100 shares of Common Stock held by Michael Brauser, of which 400,000 shares represent a restricted stock award under the 2014 Equity Incentive Plan approved by the Company’s shareholders, and which vest at a rate of 1/24 of such award shares per month or upon a Qualified Transaction as defined in the award.
|
(2)
|
Excludes 2,205,883 shares of Common Stock underlying shares of Series A Convertible Preferred Stock and 1,575,630 shares of Common Stock underlying shares of Series B Convertible Preferred Stock held by Michael Brauser. Conversions by any holder of Series A Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. Mr. Brauser’s ownership has been limited accordingly.
|
(3)
|
Includes 235,786 shares of Common Stock and 125,000 shares of Common Stock held by Betsy & Michael Brauser Charitable Family Foundation and 146,684 shares of Common Stock held by Grander Holdings, Inc. 401K..
|
(4)
|
Excludes (i) 117,648 shares of Common Stock underlying shares of Series A Convertible Preferred Stock and 84,000 shares of Common Stock underlying shares of Series B Convertible Preferred Stock held by Marlin Capital Investments, LLC; (ii) 511,483 shares of Common Stock underlying shares of Series C Convertible Preferred Stock and 216,670 shares of Common Stock underlying shares of Series D Convertible Preferred Stock held by Grander Holdings, Inc. 401K; and (iii) 50,000 shares of Common Stock underlying shares of Series D Convertible Preferred Stock held by Betsy & Michael Brauser Charitable Family Foundation; Conversions by any holder of Series A, Series B, Series C or Series D Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. The holder’s ownership has been limited accordingly.
|
(5)
|
Excludes 511,483 shares of Common Stock underlying shares of Series C Convertible Preferred Stock and 216,670 shares of Common Stock underlying shares of Series D Convertible Preferred Stock held by Grander Holdings, Inc. 401K. Conversions by any holder of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. The holder’s ownership has been limited accordingly.
|
(6)
|
Excludes 50,000 shares of Common Stock underlying shares of Series D Convertible Preferred Stock held by Betsy & Michael Brauser Charitable Foundation. Conversions by any holder of Series D Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. The holder’s ownership has been limited accordingly.
|
(7)
|
Excludes 117,648 shares of Common Stock underlying shares of Series A Convertible Preferred Stock and 84,000 shares of Common Stock underlying Series B Convertible Preferred Stock held by Marlin Capital Investments, LLC. Conversions by any holder of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock may not be effected to the extent such conversion would result in the holder’s aggregate beneficial ownership, together with that of all the holder’s affiliates, to exceed 4.99% of the Company’s issued and outstanding shares of Common Stock. The holder’s ownership has been limited accordingly.
|
Exhibit
Number
|
Description
|
|
99.1
|
Joint Filing Agreement with Michael Brauser, Grander Holdings, Inc. 401K, Betsy & Michael Brauser Charitable Family Foundation, Marlin Capital Investments, LLC, and Michael & Betsy Brauser TBE
|
Dated: October 9, 2015
|
/s/ Michael Brauser
|
|
Michael Brauser
|
Dated: October 9, 2015
|
GRANDER HOLDINGS INC 401K
|
|
By:
|
/s/ Michael Brauser
|
|
Michael Brauser, Trustee
|
Dated: October 9, 2015
|
MARLIN CAPITAL INVESTMENTS, LLC
|
|
By:
|
/s/ Michael Brauser
|
|
Michael Brauser, Manager
|
||
Dated: October 9, 2015
|
BETSY & MICHAEL BRAUSER CHARITABLE
|
|
FAMILY FOUNDATION
|
||
By:
|
/s/ Michael Brauser
|
|
Michael Brauser, Trustee
|
Dated: October 9, 2015
|
MICHAEL & BETSY BRAUSER TBE
|
|
By:
|
/s/ Michael Brauser
|
|
Michael Brauser
|
||
By:
|
/s/ Betsy Brauser
|
|
Betsy Brauser
|
||
Exhibit
Number
|
Description
|
|
99.1
|
Joint Filing Agreement with Michael Brauser, Marlin Capital Investments, LLC, Grander Holdings Inc. 401K, Betsy & Michael Brauser Charitable Family Foundation, Michael & Betsy Brauser TBE
|