SEC Form SC 13D/A filed by Wilhelmina International, Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 2

Under the Securities Exchange Act of 1934

Wilhelmina International, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

968235200

(CUSIP Number)

Lorex Investment AG

c/o Treuhand – u. Revisionsgesellschaft Mattig-Suter and Postner AG, Industriestrasse

22, Zug, CH-6302, Switzerland

011-41-41-8195400

Copies to:

David Michaels, Esq.

Fenwick & West LLP

801 California Street

Mountain View, CA 94041

(650) 988-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 9, 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), 13d-1(f) or 13d-1(g), check the following box  ☐

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. 968235200

CUSIP No. 968235200

CUSIP No. 968235200

This Amendment No. 2 to Schedule 13D (the “Amendment”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed with the Securities and Exchange Commission on April 19, 2021 (the “Original Statement”), as amended by Amendment No. 1 filed on August 3, 2021.

The Original Statement, as amended by this Amendment, relates to the Common Stock, $0.01 value per share (the “Shares”), of Wilhelmina International, Inc., a Delaware corporation (the “Issuer” or “Wilhelmina”). The address of the principal executive office of the Issuer is 200 Crescent Court, Suite 1400, Dallas, Texas, 75201.

(a) This Amendment is filed by Lorex Investments AG, Horst-Dieter Esch and Peter Marty. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(b) The address of Lorex Investments AG is c/o Treuhand – u. Revisionsgesellschaft Mattig-Suter and Postner AG, Industriestrasse 22, Zug, CH-6302, Switzerland. The address of Horst-Dieter Esch is Carretera Transpeninsular Km. 27.5, San Jose del Cabo, B.C.S. Mexico 23400. The address of Peter Marty is c/o Mattig-Suter und Partner, Bahnhofstrasse 28, Schwyz, CH-6431, Switzerland.

(c) The principal occupation of Horst-Dieter Esch is acting as the director of Wilhelmina International, Inc. The principal occupation of Peter Marty is serving as an officer and director of Lorex Investments AG. The principal business of Lorex Investments AG is investing in securities.

(d) No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

(f) Citizenship of the Reporting Persons is as set forth below:

As per the Original Filing, on March 31, 2021, REV Alpha Holdings LLC, entered into a purchase agreement (the “Original Purchase Agreement”) with Lorex Investments AG (“Lorex”) to acquire 950,000 of the Issuer’s shares (the “Purchased Shares”) that Lorex owns, for aggregate consideration of $9,500,000.

The Reporting Persons are filing this Amendment No. 2 to the Schedule 13D that was initially filed on April 19, 2021, to report an amendment to the Original Purchase Agreement.

On November 12, 2021, Lorex and REV Alpha Holdings LLC agreed to amend the Original Purchase Agreement and entered into an Amendment to the Purchase Agreement (the “Amendment to Purchase Agreement”).

Item 6 is hereby amended and supplemented with the following:

The information provided above in Item 4 of this Amendment No. 2 is incorporated by reference into this Item 6.

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.