SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

Kona Grill, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

50047H201

(CUSIP Number)

Berke Bakay

c/o BBS Capital Management, LP

5524 E. Estrid Avenue

Scottsdale, AZ 85254

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

May 13, 2019

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Rule 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).

CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   BBS Capital Fund, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP¹   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 1,330,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 1,330,000
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,330,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14	TYPE OF REPORTING PERSON PN

¹ The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

2

CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   BBS Capital Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP²   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,330,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,330,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,330,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14	TYPE OF REPORTING PERSON PN, IA

² The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

3

CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   BBS Capital GP, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP³   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,330,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,330,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,330,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14	TYPE OF REPORTING PERSON PN

³ The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

4

CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   BBS Capital, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP⁴   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,330,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,330,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,330,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14	TYPE OF REPORTING PERSON OO

⁴ The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

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CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Berke Bakay

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP⁵   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 644,951
	8	SHARED VOTING POWER 1,482,602
	9	SOLE DISPOSITIVE POWER 644,951
	10	SHARED DISPOSITIVE POWER 1,482,602

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,127,553
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%
14	TYPE OF REPORTING PERSON IN

⁵ The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

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CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Bakay Family Trust

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP⁶   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Arizona

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 152,602
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 152,602

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,602
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
14	TYPE OF REPORTING PERSON OO

⁶ The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

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CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Zheng, Nanyan

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP⁷   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 2,651,261
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 2,651,261
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,651,261
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.99%
14	TYPE OF REPORTING PERSON IN

⁷ The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

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CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Ahwanova Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP⁸   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 2,651,261
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 2,651,261
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,651,261
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.99%
14	TYPE OF REPORTING PERSON CO

⁸ The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

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CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Wisdom Sail Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP⁹   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 2,651,261
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 2,651,261
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,651,261
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.99%
14	TYPE OF REPORTING PERSON CO

⁹ The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

10

CUSIP No. 50047H201

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Audrey & Aaron Holdings Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP¹⁰   (a) x (b) ¨

3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 2,651,261
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 2,651,261
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,651,261
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.99%
14	TYPE OF REPORTING PERSON CO

¹⁰ The BBS-Zheng Reporting Persons (as defined herein) are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

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EXPLANATORY NOTE

This Schedule 13D (this “Schedule 13D”) is being filed jointly on behalf of BBS Capital Fund, LP (the “BBS Fund”), BBS Capital Management, LP (“BBS Management”), BBS Capital GP, LP (“BBS GP”), BBS Capital, LLC (“BBS Capital”), Berke Bakay (“Mr. Bakay”) and the Bakay Family Trust (collectively with the BBS Fund, BBS Management, BBS GP, BBS Capital and Mr. Bakay, the “BBS Reporting Persons”), and Mr. Zheng, Nanyan (“Mr. Zheng”), Ahwanova Limited (“Ahwanova”), Wisdom Sail Limited (“Wisdom Sail”) and Audrey & Aaron Holdings Limited (“Audrey & Aaron Holdings” and collectively with Mr. Zheng, Ahwanova and Wisdom Sail, the “Zheng Reporting Persons” and the Zheng Reporting Persons together with the BBS Reporting Persons, the “BBS-Zheng Reporting Persons”), relating to shares of common stock of Kona Grill, Inc. (the “Issuer”), par value $0.01 per share (the “Common Stock”). This Schedule 13D updates and replaces, to the extent related to the BBS-Zheng Reporting Persons, the original Schedule 13D filed by the BBS Reporting Persons with the Securities and Exchange Commission (the “SEC”) on June 17, 2009, and all amendments thereto (the “BBS Reporting Persons’ Schedule 13D”), and (2) the original Schedule 13D filed by the Zheng Reporting Persons with the SEC on May 11, 2018 (the “Zheng Reporting Persons’ Schedule 13D”).

Item 1. Security of the Issuer.

This statement of beneficial ownership on Schedule 13D relates to the shares of Common Stock of the Issuer. The address of the Issuer is 15059 North Scottsdale Road, Suite 300, Scottsdale, Arizona 85254.

Item 2. Identity and Background.

This Schedule 13D is being filed jointly by the BBS-Zheng Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The BBS-Zheng Reporting Persons are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.  The “group” may be deemed to beneficially own the total of 4,991,842 shares of Common Stock beneficially owned by all the BBS-Zheng Reporting Persons, or 37.3% of the outstanding shares of Common Stock. Information with respect to each of the BBS-Zheng Reporting Persons is given solely by such BBS-Zheng Reporting Person, and no BBS-Zheng Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other BBS-Zheng Reporting Persons, except as otherwise provided in Rule 13d-1(k).

This Schedule 13D is filed by: (a) BBS Capital Fund, LP, a Delaware limited partnership, (b) BBS Capital Management, LP, a Texas limited partnership which serves as the investment manager of the BBS Fund, (c) BBS Capital GP, LP, a Texas limited partnership which serves as the general partner of the BBS Fund, (d) BBS Capital, LLC, a Texas limited liability company which serves as the general partner of BBS Management and BBS GP, (e) Berke Bakay, the manager and principal of BBS Capital and a citizen of the United States, (f) the Bakay Family Trust, (g) Mr. Zheng, Nanyan, (h) Ahwanova Limited, (i) Wisdom Sail Limited and (j) Audrey & Aaron Holdings Limited.

The BBS Fund is a collective investment vehicle. BBS Management is primarily engaged in the business of acting as the investment manager of the BBS Fund. BBS GP is primarily engaged in the business of acting as the general partner of the BBS Fund. BBS Capital is primarily engaged in the business of serving as the general partner of BBS Management and BBS GP. The Bakay Family Trust is an Arizona revocable trust formed for the benefit of Mr. Bakay’s children and of which Mr. Bakay and his spouse, Luisa Bakay, are trustees.

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Each of the BBS Reporting Persons has its principal business office and receives its mail at 5524 E. Estrid Avenue, Scottsdale, Arizona 85254.

None of the BBS Reporting Persons has, during the last five years, been either (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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.

Mr. Zheng is a citizen of People’s Republic of China. Ahwanova is a company incorporated under the laws of the British Virgin Islands and is wholly-owned by Wisdom Sail. The principal business of Ahwanova is that of an investment holding company. Wisdom Sail is a company incorporated under the laws of the Cayman Islands and is wholly-owned by Audrey & Aaron Holdings. The principal business of Wisdom Sail is that of an investment holding company. Audrey & Aaron Holdings is a company incorporated under the laws of the British Virgin Islands and is wholly owned by Equity Trustee Limited as trustee of The Happy Family Trust. The sole settlor of The Happy Family Trust is Mr. Zheng. The beneficiaries of The Happy Family Trust are Mr. Zheng, Mr. Zheng’s wife (namely, Li, Sha), and Mr. Zheng’s two children (namely, Zheng, Ruida and Zheng, Ruixi).

The principal address of each of the Zheng Reporting Persons is c/o Plateno Group Plaza, 300 Xinjiaoxi Road, Haizhu District, Guangzhou, People’s Republic of China.

None of the Zheng Reporting Persons has, during the last five years, been either (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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.

Item 3. Source and Amount of Funds.

The BBS Reporting Persons, in the aggregate, have invested $5,107,615.69 in the Issuer’s Common Stock. The above amount includes any commissions incurred in making the investments. The source of these funds was the working capital of the BBS Fund and personal funds of Mr. Bakay. The BBS Fund holds its shares of Common Stock through a margin account with Jefferies & Company, Inc. Mr. Bakay does not hold his shares of Common Stock through a margin account.

As described herein, on May 4, 2018, Mr. Bakay purchased 492,997 shares of Common Stock at $1.785 per share, pursuant to a Subscription Agreement dated May 2, 2018 (the “Bakay Subscription Agreement”). The total purchase price was $880,000. The source of funds used in connection with the purchase of these shares of Common Stock was a loan to Mr. Bakay from Ahwanova pursuant to a Loan Note Instrument dated May 2, 2018 (the “Loan Note Instrument”), between Mr. Bakay and Wisdom Sail. Wisdom Sail assigned its rights and obligations under the loan note to Ahwanova by issuing a loan note transfer to Ahwanova on May 4, 2018.

The Zheng Reporting Persons, in the aggregate, have invested US$4,732,500.88 in the Issuer for the acquisition of 2,651,261 shares of newly issued Common Stock in the Issuer. Such acquisition was funded with cash from Mr. Zheng’s personal funds.

Item 4. Purpose of Transaction.

The BBS Reporting Persons originally acquired the shares of Common Stock for investment purposes and have reported such ownership on a Schedule 13G. On October 29, 2009 the Issuer’s board of directors (the “Board”) agreed to appoint Mr. Bakay to fill the current vacancy on the Board as “an additional independent outside director” in accordance with Mr. Bakay’s suggestion. At the time, the BBS Reporting Persons believed that it was important to have a significant beneficial owner of the Issuer’s Common Stock, such as Mr. Bakay, represent the interests of the stockholders in the current environment. As a new non-employee director, Mr. Bakay was granted an option (the “Option”) to purchase 10,000 shares of Common Stock at $2.98, the fair market value of the Common Stock on October 29, 2009. The Option vested immediately upon grant. Mr. Bakay exercised the Option in full on October 29, 2010 for investment purposes. On January 28, 2010, the Issuer granted Mr. Bakay another option (the “Second Option”) to purchase 1,250 shares of Common Stock at $3.39, of which 25% vested and became exercisable on each of April 28, 2010, July 28, 2010, October 28, 2010 and January 28, 2010.

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The BBS Fund acquired 11,000 shares on November 4, 2010 at an average price of $3.8466 (excluding commission) per share in an open market transaction. The BBS Fund subsequently acquired 36,970 shares on November 22, 2010 at an average price of $4.0239 (excluding commission) per share in an open market transaction. The BBS Fund also purchased 28,891 shares on November 23, 2010 at an average price of $4.2482 (excluding commission) per share in an open market transaction. Finally, the BBS Fund acquired 40,000 shares on November 24, 2010 at an average price of $4.2016 (excluding commission) per share in an open market transaction.

On February 25, 2011, the Issuer granted Mr. Bakay an option (the “Third Option”) to purchase 7,500 shares of Common Stock at $5.15 per share as compensation for serving as a member of the Board, of which 25% vested and became exercisable on each of May 25, 2011, August 25, 2011, November 25, 2011 and February 25, 2012.

Mr. Bakay accepted the positions of President and Chief Executive Officer of the Issuer on January 30, 2012. Pursuant to an Employment Agreement, dated January 30, 2012, between the Issuer and Mr. Bakay, Mr. Bakay was granted an option to purchase 200,000 shares, which vested 25% each year over a four-year period beginning on the first anniversary date of the date of grant.

On February 7, 2013, Mr. Bakay was granted an employee stock option to purchase 30,000 shares of Common Stock at $8.71 per share, which vested 25% each year over a four-year period beginning on the first anniversary date of the date of grant.

On February 6, 2014, Mr. Bakay was granted an employee stock option to purchase 30,000 shares of Common Stock at $16.12 per share, which vested 25% each year over a four-year period beginning on the first anniversary date of the date of grant.

On June 25, 2014, BBS Capital Fund, LP sold 100,000 shares at $17.575 pursuant to a prospectus dated June 19, 2014.

On February 5, 2015, Mr. Bakay was granted an employee stock option to purchase 56,071 shares of Common Stock at $23.49 per share, which vested 25% each year over a four-year period beginning on the first anniversary date of the date of grant.

On February 24, 2016, Mr. Bakay was granted an employee stock option to purchase 71,769 shares of Common Stock at $14.26 per share, which vested 25% each year over a four-year period beginning on the first anniversary date of the date of grant.

On February 23, 2017, Mr. Bakay was granted an employee stock option to purchase 56,071 shares of Common Stock at $8.15 per share, which vested 25% each year over a four-year period beginning on the first anniversary date of the date of grant.

On May 11, 2017, BBS Capital Fund, LP purchased 50,000 shares of Common Stock at an average price of $4.83 per share on the open market. All of the shares of the Issuer owned by such reporting person were, at the time of their purchase, acquired for investment purposes in the ordinary course of business.

On June 6, 2017, BBS Capital Fund, LP purchased 50,000 shares of Common Stock at an average price of $3.65 per share on the open market. All of the shares of the Issuer owned by such reporting person were, at the time of their purchase, acquired for investment purposes in the ordinary course of business.

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On August 7, 2017, the Bakay Family Trust purchased 55,500 shares of Common Stock at an average price of $1.58 per share on the open market. Subsequently, on August 8, 2017, the Bakay Family Trust purchased an additional 4,500 shares of Common Stock at a price of $1.80 per share on the open market. All of the shares of the Issuer owned by such reporting person were, at the time of their purchase, acquired for investment purposes in the ordinary course of business.

On February 8, 2018, Mr. Bakay was granted an employee stock option to purchase 56,071 shares of Common Stock at $1.6 per share, which vested 25% each year over a four-year period beginning on the first anniversary date of the date of grant.

On May 4, 2018, Mr. Bakay acquired 492,997 shares of the Issuer’s Common Stock at a purchase price of $1.785. The purchase was related to the Issuer’s private placement of 2,651,261 shares of Common Stock to Ahwanova at a purchase price of $1.785 on May 4, 2018, as described in the Issuer’s Form 8-K report filed on May 7, 2018. Mr. Bakay acquired the 492,997 shares in order to retain his then-current beneficial ownership of 15.7% following the private placement.

On September 4, 2018, Mr. Bakay and the Issuer entered into an Amended and Restated Employment Agreement, whereby Mr. Bakay would serve as Executive Chairman of the Board, a position he was appointed to on August 7, 2018, after previously serving as the Issuer’s President and Chief Executive Officer since January 30, 2012.

The Zheng Reporting Persons acquired the Common Stock reported herein for investment purposes. In addition, the Zheng Reporting Persons suggested Mr. Zheng as a director of the Board. At the time, the Zheng Reporting Persons believed that it was important to have a significant beneficial owner of the Issuer’s Common Stock, such as Mr. Zheng, be a director of the Board and represent the interests of the stockholders in the current environment.

On March 27, 2019, Mr. Bakay, currently the Executive Chairman of the Issuer and a member of the Board, notified the Issuer of his decision to resign from all positions with the Issuer, effective immediately. Mr. Bakay’s decision to resign was not due to any disagreement with the Issuer on any matter relating to the Issuer’s operations, policies or practices. Rather, Mr. Bakay’s decision to resign was due to his interest in pursuing discussions with the Issuer's lenders - KeyBank National Association and Zions National Bank - and/or other third parties regarding the recapitalization or refinancing of the Issuer.

On March 27, 2019, Mr. Zheng, a member of the Board, notified the Issuer of his decision to resign from his position as a director of the Issuer, effective immediately. Mr. Zheng’s decision to resign was not due to any disagreement with the Issuer on any matter relating to the Issuer’s operations, policies or practices. Rather, Mr. Zheng’s decision to resign was due to his interest in pursuing discussions with the Issuer's lenders - KeyBank National Association and Zions National Bank - and/or other third parties regarding the recapitalization or refinancing of the Issuer.

Prior to reaching his decision to resign, Mr. Bakay discussed with the Board the possibility of the Board modifying the Issuer’s rights plan and adopting resolutions permitting Mr. Bakay and Mr. Zheng to pursue preliminary discussions regarding their possible interest in pursuing such discussions with the banks without triggering adverse consequences.

On April 11 and 12, 2019, the BBS Reporting Persons, and behalf of the BBS-Zheng Reporting Persons, pursued discussions with the Issuer’s lenders regarding acquiring such lenders’ secured debt of the Issuer. These discussions produced no results. On April 12, the BBS-Zheng Reporting Persons elected not to pursue any transaction directly with the Issuer nor with the lenders of the Issuer.

On May 12, 2019, the BBS Fund elected to assist Williston Holding Company, Inc. (“WHC”) which was in negotiations with the Issuer regarding a potential acquisition by WHC of substantially all of the assets of the Issuer (the “Asset Acquisition”) . As of May 12, 2019, the BBS Fund was already a stockholder of WHC and Berke Bakay was a member of the WHC Board of Directors.

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On May 13, 2019, the BBS Fund entered into a Loan Agreement with WHC pursuant to which the BBS fund would loan WHC $2,030,000 (the “Deposit Loan”) which WHC would utilize as a deposit as required by an Asset Purchase Agreement by and between the Issuer and WHC (the “Asset Purchase Agreement”) pursuant to which WHC would acquire substantially all of the assets of the Issuer. In exchange for the Deposit Loan, the BBS Fund was issued a promissory note by WHC dated May 13, 2019 that provided that the principle and interest of the Deposit loan would be converted to equity of WHC upon the terms indicated in the Loan Agreement upon the closing of the Asset Acquisition. To the extent that the Asset Acquisition did not close with WHC, the Loan Agreement provided that the principle and interest of the Deposit Loan would be either due May 13, 2020 or be refunded to the BBS Fund depending upon the reason the Asset Acquisition did not close.

As of the date of this filing, the Zheng Reporting Persons have no equity ownership interest in WHC although such person may later become an equity owner in WHC.

Item 5. Interest in Securities of the Issuer.

(a) The BBS Fund is the beneficial owner of the 1,330,000 shares of Common Stock it beneficially holds, which represents 10.0% of the Issuer’s outstanding shares of Common Stock. BBS Management, BBS GP, and BBS Capital are each the beneficial owners of the 1,330,000 shares of Common Stock of the Issuer held by the BBS Fund, which represents 10.0% of the Issuer’s outstanding shares of Common Stock.

Mr. Bakay is deemed to own the above shares, 492,997 shares acquired in the private placement, 152,602 shares owned by a trust for the benefit of his children and options to purchase Common Stock in the amount of 151,954 shares. Thus, he is deemed to own 2,127,553 shares of Common Stock, which represents 15.9% of the Issuer’s outstanding Common Stock.

Ahwanova is the beneficial owner of the 2,651,261 shares of Common Stock it beneficially holds, which represents 19.99% of the Issuer’s outstanding shares of Common Stock. Ahwanova is wholly-owned by Wisdom Sail, which in turn is wholly-owned by Audrey & Aaron Holdings, which, then, in turn, is wholly owned by Equity Trustee Limited as trustee of The Happy Family Trust. The sole settlor of The Happy Family Trust is Mr. Zheng. The beneficiaries of The Happy Family Trust are Mr. Zheng, Mr. Zheng’s wife (namely, Li, Sha), and Mr. Zheng’s two children (namely, Zheng, Ruida and Zheng, Ruixi). Therefore, pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Audrey & Aaron Holdings, Wisdom Sail, and Mr. Zheng may each be deemed to beneficially own the 2,651,261 shares of Common Stock held by Ahwanova, which represents 19.99% of the Issuer’s outstanding shares of Common Stock.

The above percentages and other percentages in this Schedule 13D were calculated on the basis of issued and outstanding shares of the Issuer which (1) reflect 13,263,825 shares outstanding as reported in the Issuer’s most recent Annual Report on Form 10-K, and (2) assume the full exercise of all outstanding options held by Mr. Bakay or Mr. Zheng for purposes of their respective percentage calculations.

By virtue of the Joint Filing Agreement attached as Exhibit 99.1 hereto, the BBS-Zheng Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Act and the “group” may be deemed to beneficially own an aggregate of 4,778,814 shares of Common Stock, representing approximately 35.6% of the outstanding shares of Common Stock.  Each of the BBS Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by each of the Zheng Reporting Persons.  Each of the Zheng Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by each of the BBS Reporting Persons.

(b) The BBS Fund has the sole power to vote and dispose of the 1,330,000 shares of Common Stock it currently holds. BBS Management, as the investment manager of the BBS Fund, has the shared power to vote and dispose of the 1,330,000 shares of Common Stock held by the BBS Fund. BBS GP, as the general partner of the BBS Fund, has the shared power to vote and dispose of the 1,330,000 shares of Common Stock held by the BBS Fund. BBS Capital, as the general partner of BBS Management and BBS GP, has the shared power to vote and dispose of the 1,330,000 shares of Common Stock held by the BBS Fund. Berke Bakay, as the manager of BBS Capital, has the shared power to vote and dispose of the 1,330,000 shares of Common Stock held by the BBS Fund and the 152,602 shares owned by a trust for the benefit of his children and the sole power to vote the 492,997 shares acquired in the private placement and the 151,954 shares of Common Stock that are issuable upon the exercise of all outstanding options held by Mr. Bakay.

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As a result of the pledge of the option shares pursuant to the Pledge Agreement (as defined below), pursuant to Rule 13d-3(a) under the Act, the Zheng Reporting Persons may be deemed to share voting and dispositive power with respect to the option shares. The Zheng Reporting Persons have disclaimed beneficial ownership of such shares pursuant to Rule 13d-4 under the Act, and the BBS Reporting Persons concur in this disclaimer of such beneficial ownership.

Ahwanova has the sole power to vote and dispose of the 2,651,261 shares of Common Stock it holds. Ahwanova is wholly-owned by Wisdom Sail, which in turn is wholly-owned by Audrey & Aaron Holdings. Therefore, pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Audrey & Aaron Holdings and Wisdom Sail may be deemed to have voting and dispositive power with respect to and have beneficial ownership of the 2,651,261 shares of Common Stock held by Ahwanova. Mr. Zheng, as the sole director of each of Ahwanova, Wisdom Sail and Audrey & Aaron Holdings, may be deemed to have voting and dispositive power with respect to and have beneficial ownership of the 2,651,261 shares of Common Stock held by Ahwanova.

Additionally, pursuant to Rule 13d-3(a) under the Act, the Zheng Reporting Persons may be deemed to share voting and dispositive power with respect to the underlying shares of the Options (as defined below) pledged by Berke Bakay to Ahwanova pursuant to the Pledge Agreement (as defined below). The Zheng Reporting Persons expressly disclaim beneficial ownership of such shares pursuant to Rule 13d-4 under the Act.

(c) On January 31, 2019, the Issuer granted Mr. Bakay an option to purchase 75,000 shares of Common Stock at $1.13 per share as compensation for serving as a member of the Board, of which 25% become exercisable on each of April 30, 2019, July 31, 2019, October 31, 2019 and January 31, 2020.

On January 31, 2019, the Issuer granted Mr. Zheng an option to purchase 50,000 shares of Common Stock at $1.13 per share as compensation for serving as a member of the Board, of which 25% become exercisable on each of April 30, 2019, July 31, 2019, October 31, 2019 and January 31, 2020.

(d) Not Applicable.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The description of the Second Option and the Third Option and the options granted pursuant to the Employment Agreement in Item 4 is hereby incorporated by reference.

Bakay Subscription Agreement

On May 2, 2018, the Issuer and Mr. Bakay entered into the Bakay Subscription Agreement, pursuant to which Mr. Bakay subscribed for 492,997 newly issued shares of Common Stock issued by the Issuer for an aggregate purchase price of $880,000. Under the Bakay Subscription Agreement, the subscription price of the Common Stock was $1.785 per share. This purchase was completed on May 4, 2018.

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Wisdom Sail Subscription Agreement

On May 2, 2018, the Issuer and Wisdom Sail entered into a subscription agreement (the “Wisdom Sail Subscription Agreement”), pursuant to which Wisdom Sail is entitled to subscribed for 2,651,261 newly issued shares of Common Stock issued by the Issuer for an aggregate purchase price of US$4,732,500.88. Under the Wisdom Sail Subscription Agreement, the subscription price of the new Common Stock was US$1.785 per share.

Assignment Agreement

On May 3, 2018, Wisdom Sail and Ahwanova entered into an assignment agreement (the “Assignment Agreement”), pursuant to which Wisdom Sail assigned all its rights and obligations under the Wisdom Sail Subscription Agreement to Ahwanova. On May 4, 2018, Ahwanova subscribed for 2,651,261 newly issued shares of Common Stock issued by the Issuer for an aggregate purchase price of US$4,732,500.88.

Registration Rights Agreement

On May 4, 2018, Mr. Bakay and Ahwanova entered into a registration rights agreement with the Issuer (the “Registration Rights Agreement”), pursuant to which Mr. Bakay and Ahwanova have certain rights to require the Issuer to register any Common Stock that is owned by Mr. Bakay or Ahwanova and was acquired from the Issuer pursuant to the Bakay Subscription Agreement and Wisdom Sale Subscription Agreement, as applicable. Pursuant to the Registration Rights Agreement, Mr. Bakay and Ahwanova have certain “piggy-back” registration rights and the right to request the Issuer to file a shelf registration statement. The Issuer will bear all expenses relating to registration, other than underwriting discounts, commissions and fees, and certain other fees, and agrees to indemnify Mr. Bakay and Ahwanova against certain losses in connection with the registration.

Loan and Pledge Arrangement

On May 2, 2018, Mr. Bakay and Wisdom Sail entered into the Loan Note Instrument, pursuant to which Mr. Bakay agreed to issue the Loan Note to Wisdom Sail in the principal amount of $880,000.00 upon the terms and conditions set out in the Loan Note Instrument. This loan has a term of 60 months and bears an interest rate of 5% per annum. On May 4, 2018, Wisdom Sail assigned and transferred its rights and obligations under the Loan Note to Ahwanova by issuing a loan note transfer to Ahwanova. On May 4, 2018, Ahwanova and Mr. Bakay entered into a pledge agreement (the “Pledge Agreement”), pursuant to which Mr. Bakay pledged and granted to Ahwanova a lien on and security interest in and to all of the right, title and interest of Mr. Bakay in his 269,982 stock options in the Issuer and future stock options granted to Mr. Bakay, together with certain ancillary rights, entitlements and benefits of such options upon the terms and conditions set out in the Pledge Agreement.

The foregoing description of the Bakay Subscription Agreement, the Wisdom Sail Subscription Agreement, the Assignment Agreement, the Registration Rights Agreement, the Loan Note Instrument, the Loan Note and the Option Pledge Agreement is a description only and is qualified in its entirety by reference to the complete text of such documents, copies of which are incorporated by reference as Exhibits 99.2 through Exhibits 99.8 to this Schedule 13D.

On January 31, 2019, the Issuer granted Mr. Bakay an option to purchase 75,000 shares of Common Stock at $1.13 per share as compensation for serving as a member of the Board, of which 25% become exercisable on each of April 30, 2019, July 31, 2019, October 31, 2019 and January 31, 2020.

On January 31, 2019, the Issuer granted Mr. Zheng an option to purchase 50,000 shares of Common Stock at $1.13 per share as compensation for serving as a member of the Board, of which 25% become exercisable on each of April 30, 2019, July 31, 2019, October 31, 2019 and January 31, 2020.

When Messrs. Bakay and Zheng resigned any unvested options were forfeited.

The Escrow Deposit Loan Agreement

On May 13, 2019, the BBS Fund entered into a Loan Agreement with WHC pursuant to which the BBS fund would loan WHC $2,030,000 (the “Deposit Loan”) which WHC would utilize as a deposit as required by an Asset Purchase Agreement pursuant to which WHC would acquire substantially all of the assets of the Issuer. In exchange for the Deposit Loan, the BBS Fund was issued a promissory note by WHC dated May 13, 2019 that provided that the principle and interest of the Deposit loan would be converted to equity of WHC upon the terms indicated in the Loan Agreement upon the closing of the Asset Acquisition. To the extent that the Asset Acquisition did not close with WHC, the Loan Agreement provided that the principle and interest of the Deposit Loan would be either due May 13, 2020 or be refunded to the BBS Fund depending upon the reason the Asset Acquisition did not close.

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Item 7. Material to be Filed as Exhibits.

Exhibit 10.1	2005 Stock Award Plan Stock Option Agreement, dated October 29, 2009, between the Issuer and Mr. Bakay, the form of which is incorporated by reference to Exhibit 10.15 to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as filed with the SEC on May 8, 2006 .
Exhibit 10.2	2005 Stock Award Plan Stock Option Agreement, dated January 28, 2010, between the Issuer and Mr. Bakay, the form of which is incorporated by reference to Exhibit 10.15 to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as filed with the SEC on May 8, 2006.
Exhibit 10.3	2005 Stock Award Plan Stock Option Agreement, dated February 25, 2011, between the Issuer and Mr. Bakay, the form of which is incorporated by reference to Exhibit 10.15 to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as filed with the SEC on May 8, 2006.
Exhibit 10.4	Employment Agreement, dated January 30, 2012, between the Issuer and Mr. Bakay, which is incorporated by reference to Exhibit 10.30 to the Issuer’s Current Report on Form 8-K as filed with the SEC on January 30, 2012.
Exhibit 10.5	Amended and Restated Employment Agreement, effective September 4, 2018, between the Issuer and Mr. Bakay (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 7, 2018).
Exhibit 10.6	2012 Stock Award Plan Stock Option Agreement, dated January 31, 2019, between the Issuer and Mr. Bakay, the form of which is incorporated by reference to Exhibit 10.36 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 15, 2013.
Exhibit 10.7	2012 Stock Award Plan Stock Option Agreement, dated January 31, 2019, between the Issuer and Mr. Zheng, the form of which is incorporated by reference to Exhibit 10.36 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 15, 2013.
Exhibit 99.1	Joint Filing Agreement, dated March 28, 2019, among the BBS-Zheng Reporting Persons (incorporated by reference to Exhibit 99.1 filed with Schedule 13D on March 28, 2019).
Exhibit 99.2	Subscription Agreement dated May 2, 2018, by and between the Issuer and Berke Bakay (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 7, 2018).
Exhibit 99.3	Subscription Agreement dated May 2, 2018, by and between the Issuer and Wisdom Sail Limited (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 7, 2018).

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Exhibit 99.4	Assignment Agreement dated May 3, 2018, by and among Wisdom Sail and Ahwanova (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by the Zheng Reporting Persons on May 11, 2018).
Exhibit 99.5	Registration Rights Agreement dated May 4, 2018, by and among the Issuer, Ahwanova and Berke Bakay (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 7, 2018).
Exhibit 99.6	Loan Note Instrument dated May 2, 2018, by and among Wisdom Sail and Berke Bakay (incorporated by reference to Exhibit 99.5 to the Schedule 13D filed by the Zheng Reporting Persons on May 11, 2018).
Exhibit 99.7	Loan Note Transfer dated May 4, 2018, issued by Wisdom Sail to Ahwanova (incorporated by reference to Exhibit 99.6 to the Schedule 13D filed by the Zheng Reporting Persons on May 11, 2018).
Exhibit 99.8	Pledge Agreement dated May 4, 2018, by and among Ahwanova and Berke Bakay (incorporated by reference to Exhibit 99.7 to the Schedule 13D filed by the Zheng Reporting Persons on May 11, 2018).
Exhibit 99.9	Loan Agreement dated May 13, 2019, by and between BBS Capital Fund and WHC.
Exhibit 99.10	Form of Promissory Note dated May 13, 2019 from WHC to BBS Capital Fund.

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CUSIP No. 50047H201

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:	May 17, 2019
By:	/s/ Berke Bakay
Name:	Berke Bakay

BBS Capital Management, LP
By:	BBS Capital, LLC, its general partner
By:	/s/ Berke Bakay
Name:	Berke Bakay
Title:	Manager
BBS Capital GP, LP
By:	BBS Capital, LLC, its general partner
By:	/s/ Berke Bakay
Name:	Berke Bakay
Title:	Manager
BBS Capital, LLC
By:	/s/ Berke Bakay
Name:	Berke Bakay
Title:	Manager
BBS Capital Fund, LP
By:	BBS Capital GP, LP, its general partner
	By: BBS Capital, LLC, its general partner
By:	/s/ Berke Bakay
Name:	Berke Bakay
Title:	Manager
Bakay Family Trust
By:	/s/ Berke Bakay
Name:	Berke Bakay
Title:	Trustee

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CUSIP No. 50047H201

Date:	May 17, 2019
By:	/s/ Zheng Nanya
Name:	Zheng, Nanyan

Ahwanova Limited
By:	/s/ Zheng Nanya
Name:	Zheng, Nanyan
Title:	Director
Wisdom Sail Limited
By:	/s/ Zheng Nanya
Name:	Zheng, Nanyan
Title:	Director
Audrey & Aaron Holdings Limited
By:	/s/ Zheng Nanya
Name:	Zheng, Nanyan
Title:	Director

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EX-99.9

EXHIBIT 99.9

LOAN AGREEMENT

This Loan Agreement (this “Agreement”) by and between Williston Holding Company, Inc., a Nevada corporation (the “Company”), and BBS Capital Fund, LP, a Delaware limited partnership (the “Noteholder”), is to be effective as of May 13, 2019. The Company and the Noteholder are each sometimes referred to as a “Party,” and collectively as the “Parties.”

RECITALS

A. The Company is entering into an Asset Purchase Agreement (the “Asset Purchase Agreement”) for the purpose of acquiring certain assets of Kona Grill, Inc. and/or its affiliates and subsidiaries (“Kona Grill”) on or about the date hereof (the “Acquisition”).

B. The Noteholder has agreed to lend the Company $2,030,000 that is required as a deposit (“Deposit”) under the Asset Purchase Agreement in exchange for the issuance of a convertible promissory note substantially in the form attached hereto as Exhibit A (the “Note”), in accordance with the terms and conditions of this Agreement and the Note.

AGREEMENT

In consideration of the above recitals and the promises set forth in this Agreement, the Parties agree as follows:

1. Loans. The Noteholder agrees, on the terms and subject to the conditions set forth in this Agreement, to lend to the Company the sum of $2,030,000 (the “Loan”) and, upon the execution of this Agreement, to deliver check or wire transfer of immediately available funds as directed by the Company.

1.1. Note. Upon satisfaction of the requirements of Section 1 above, the Company will promptly deliver to the Noteholder the Note in the amount of the Loan.

1.2. Repayment Conversion. All outstanding principal and accrued interest on the Note will reach maturity, and be repaid or otherwise converted, on the earlier to occur of:

(a) Closing of Acquisition. The Closing of the Acquisition at which time, such principal and interest would be converted to Company Class A Common Stock as provided in Section 3.1 below and the Note would be considered paid in full.

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(b) No Acquisition Closing/Deposit Returned. To the extent that the Acquisition does not close because Kona Grill elected to enter into an asset purchase agreement with a third party and the Deposit is returned to the Company per the Asset Purchase Agreement, such principal and interest would be returned to the Noteholder and the Note would be considered paid in full. Additionally, the Noteholder shall be entitled to the remaining balance of the $1,000,000 break-up fee after the Company’s payment of third party expenses.

(c) No Acquisition Closing/No Deposit Returned. To the extent that the Acquisition does not close and the Deposit is not returned to the Company per the Asset Purchase Agreement by September 30, 2019, the Note is due May 13, 2020 (the “Maturity Date”). In such case, the Company agrees to promptly enter into a Security Agreement with the Noteholder securing the payment of the principal and accrued but unpaid interest of the Note by all of the Company’s assets that are not otherwise pledged as security for other obligations. Additionally, principal and interest will become due and payable hereunder upon an event of default. The Note may be prepaid at any time during its term.

2. Default.

2.1. Event of Default. At any time after the effective date of this Agreement, the Company will be in default under this Agreement upon a filing by the Company of a petition for relief under the United States Bankruptcy Code, or any other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, or consenting to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or making a general assignment for the benefit of creditors.

2.2. Remedies upon Default. In the event of a default described above, the Noteholder will have the right, at its option and without demand or notice: (a) to declare all or any part of the Note immediately due and payable; and (b) to exercise, in addition to the rights and remedies granted hereby, all of the rights and remedies of the Noteholder under the Note, the Uniform Commercial Code, or any other applicable law.

3. Conversion.

3.1. Automatic Conversion. The unpaid principal of the Note and all accrued and unpaid interest will automatically convert into Company Class A Common Stock of the Company upon the closing by the Company of the Acquisition substantially on the terms attached hereto on Exhibit 2 (a “Qualified Financing”). Upon such completion of a Qualified Financing, all principal and interest due under the Note will automatically convert into shares of capital stock of the type issued in the Qualified Financing at a conversion price equal to the per-share price of the capital stock sold in the Qualified Financing (the “Mandatory Conversion Price”).

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3.2. Mechanics of Conversion. Upon the conversion of the Note, (a) the outstanding principal and accrued but unpaid interest owing under the Note will be converted as provided above, (b) the converting Noteholder will deliver the Note to the Company for cancellation, and (c) the converted Note will immediately become null, void, and of no further force and effect regardless of its delivery to and receipt by the Company.

3.3. No Fractional Shares. No fractional shares will be issued upon the conversion of the Note. If the conversion of the Note results in a fraction, the Company will make payment in cash for such fractional interest, calculated on the basis of the applicable conversion price.

4. Investment Representations. In connection with the issuance of the Note and the subsequent potential conversion of the Note into shares of the Company’s capital stock (collectively, the “Securities”), the Noteholder represents the following to the Company:

4.1. Noteholder is aware of the Company’s business affairs and financial condition and the Acquisition and has acquired sufficient information about the Company and the Acquisition to reach an informed and knowledgeable decision to acquire the Securities. Noteholder has had an opportunity to ask questions of, and receive answers from, the Company or an officer of the Company concerning the terms and conditions of the investment and the business and affairs of the Company, and to obtain any additional information necessary or advisable in order to form a decision concerning an investment in the Company.

4.2. Noteholder’s principal residence or business address is as described on the signature page hereof.

4.3. Noteholder is acquiring the Securities for investment for his own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Noteholder understands that the Securities have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Noteholder’s investment intent as expressed herein.

4.4. Noteholder acknowledges and understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Noteholder further acknowledges and understands that the Company is under no obligation to register the Securities.

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4.5. Noteholder also understands that, in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering or under Rule 144 will bear a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

4.6. The Noteholder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D. The Noteholder is validly existing and in good standing under the law of its state of organization and was not organized for the specific purpose of acquiring the Securities.

4.7. This Agreement has been duly authorized by all necessary action on the part of the Noteholder, has been duly executed and delivered by the Noteholder, and is a valid and binding agreement of the Noteholder.

4.8. The Noteholder (i) is not listed in the Annex to the Executive Order No. 13224 of September 23, 2001 – Blocking Property and Prohibiting Transactions With Persons who Commit, Threaten to Commit or Support Terrorism (the “Executive Order”) or is otherwise not subject to the provisions of the Executive Order, (ii) is not listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury, as updated or amended from time to time, or any similar list issued by OFAC, (iii) is not listed on any similar restricted list maintained by any United States, Department of Commerce, Department of State or any other U.S., State or Federal governmental official or entity, and (iv) does not have any property blocked, or subject to seizure, forfeiture or confiscation, by any order relating to terrorism or money laundering issued by the President, Attorney General, Secretary of State, Secretary of Defense, Secretary of the Treasury or any other U.S. State or Federal governmental official or entity (in any case, a “Restricted Party”).

4.9. The funds used by the Noteholder do not include any funds received or derived from a Restricted Party or from any person or entity involved in the violation of any U.S. State or Federal law relating to terrorism, including, without limitation (i) the Executive Order, (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, and (iii) the Money Laundering Control Act of 1986, Public Law 99-570.

4.10. Noteholder certifies, under penalties of perjury, that the Noteholder is NOT subject to the backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended. (Note: You are subject to backup withholding if (i) you fail to furnish your taxpayer identification number in this Agreement, (ii) the Internal Revenue Service notifies the Company that you furnished an incorrect taxpayer identification number, (iii) you are notified that you are subject to backup withholding, or (iv) you fail to certify that you are not subject to backup withholding or you fail to certify your taxpayer identification number).

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4.11. Noteholder is in a financial position to hold the Securities for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Noteholder’s investment in the Securities.

4.12. Noteholder understands that (i) the Company has engaged legal counsel to represent the Company in connection with the offer and sale of the Securities contemplated by this Agreement, (ii) legal counsel engaged by the Company does not represent the Noteholder or the Noteholder’s interests, and (iii) the Noteholder is not relying on legal counsel engaged by the Company. The Noteholder has had the opportunity to engage, and obtain advice from, the Noteholder’s own legal counsel with respect to the investment contemplated by this Agreement.

5. Company Representations. The Company represents the following to the Noteholder:

5.1. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Company has full corporate power and authority and has all permits necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage, and to own and use the property owned and used by it.

5.2. The Company has full corporate power and authority to execute and deliver this Agreement along with any ancillary documents to which the Company is a party, and to consummate the transactions and perform the obligations contemplated hereby and thereby. This Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its respective terms and conditions. The Company has duly authorized the execution, delivery and performance of this Agreement.

5.3. Neither the execution and the delivery of this Agreement or any ancillary documents, nor the consummation of the contemplated transactions, will (a) violate any law, order or regulation to which the Company is subject, or (b) violate any provision of the Company’s articles of incorporation, bylaws or other organizational documents of the Company. Other than filings required by any applicable federal or state securities regulations, which the Company plans to make, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any person, entity or governmental authority for the Company to consummate the transactions contemplated by this Agreement.

6. Other Agreements.

6.1. Indemnification. The Noteholder agrees to indemnify the Company and each current and future officer, manager, board member, employee, agent and owner of the Company, against and to hold them harmless from any damage, loss, liability, claim or expense including, without limitation, reasonable attorneys’ fees resulting from or arising out of the inaccuracy or alleged inaccuracy of any of the representations, warranties or statements of the Noteholder contained in this Agreement.

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6.2. Representations to Survive Delivery; Additional Information. The representations, warranties, and agreements of the Noteholder contained in this Agreement will remain operative and in full force and effect and will survive the payment of all or any part of the Loan. Noteholder agrees to furnish to the Company, upon request, such additional information as may be deemed necessary to determine the undersigned’s suitability as an investor.

7. Miscellaneous.

7.1. Notices. All notices, requests, demands, claims and other communications under this Agreement will be in writing. Any notice, request, demand, claim or other communication under this Agreement will be deemed duly given two business days after such notice is sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to the Company:

Williston Holding Company, Inc.

Attn: Douglas G. Hipskind, CFO

12000 Aerospace Ave., Suite 400

Houston, TX 77034

Email: dhipskind@whcbrands.com

If to Noteholder: At the address set forth on the signature page of this Agreement, or any other address if the Company has been given notice of such change of address in accordance with this Section 7.1.

Any Party may send any notice, request, demand, claim or other communication to the intended recipient at the address set forth above using any other means (including personal delivery, overnight courier, messenger service, telecopy, telex, ordinary mail or email). Such notice, request, demand, claim or other communication will be deemed to have been duly given on the day of personal delivery or the day after sent via reputable overnight courier. Otherwise, notice will only be deemed to have been received when it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner set forth in this Agreement.

7.2. Invalidity of Particular Provisions. The Company and the Noteholder agree that the unenforceability or invalidity of any provision or provisions of this Agreement will not render any other provision or provisions herein contained unenforceable or invalid.

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7.3. Successors or Assigns. The Company and the Noteholder agree that all of the terms of this Agreement will be binding on their respective successors and assigns, and that the term “the Company” and the term “Noteholder” as used herein will be deemed to include, for all purposes, their respective designees, successors, assigns, heirs, executors and administrators.

7.4. Governing Law; Choice of Venue, Waiver of Jury Trial. This Agreement will be interpreted and governed under the laws of the State of Nevada, without regard to conflict of laws principles. Any action or proceeding against any of the Parties to this Agreement relating in any way to this Agreement or the subject matter of this Agreement will be brought and enforced exclusively in the competent state or federal courts of Arizona, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. The Parties waive their right to a trial by jury for any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement, whether grounded in tort, contract or otherwise.

7.5. Waiver. Waiver of any default hereunder by the Noteholder will not be a waiver of any other default or of a same default on a later occasion. No delay or failure by the Noteholder to exercise any right or remedy will be a waiver of such right or remedy and no single or partial exercise by the Noteholder of any right or remedy will preclude other or further exercise thereof or the exercise of any other right or remedy at any other time.

7.6. Amendment. This Agreement and the Note may be amended, converted, or a right granted pursuant to this Agreement waived, with the written consent of the Parties.

7.7. Entire Agreement. This Agreement, including the Schedules and Exhibits attached hereto, constitutes the entire agreement of the parties relative to the subject matter hereof and supersedes any and all other agreements and understandings, whether written or oral, relative to the matters discussed herein.

7.8. Conflicts. In the event that there are any inconsistencies between the terms of this Agreement and the Note, the terms contained in the Note will control.

7.9. Counterparts. This Agreement may be executed simultaneously in two or more counterparts and by facsimile, each of which will be deemed an original but all of which together will constitute one and the same instrument.

[Signature Page Follows]

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The Parties hereto have executed this Loan Agreement to be made effective as of the date first above written.

COMPANY:
WILLISTON HOLDING COMPANY, INC.
By:	Douglas G. Hipskind
Its:	Chief Financial Officer

NOTEHOLDER:

BBS Capital Fund, LP

By:

Print Name:

Title:

Street Address

City, State and Zip Code

Business Telephone Number

Email Address

Taxpayer Identification No.

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EX-99.10

EXHIBIT 99.10

CONVERTIBLE PROMISSORY NOTE

NEITHER THE SECURITY EVIDENCED HEREBY NOR THE SHARES OF CAPITAL STOCK INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH SECURITY OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THIS SECURITY (CONCURRED IN BY COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS.

$2,030,000	Houston, TX
	May 13, 2019

FOR VALUE RECEIVED, Williston Holding Company, Inc., a Nevada corporation (“Maker”), hereby promises to pay to the order of BBS Capital Fund, LP, a Delaware limited partnership, or its successors or assigns, as the case may be (“Payee”), at Payee’s principal place of business, or such other place as may be specified in writing by Payee, the principal sum of Two Million Thirty Thousand Dollars ($2,030,000), together with simple interest on the unpaid principal balance from the date of this Note until fully paid at the rate of 8.00% per annum. Principal and interest are due and payable in lawful money of the United States of America. Unless provided otherwise herein, interest payments only shall be made quarterly beginning September 30, 2019.

This Note was issued pursuant to that certain Loan Agreement among Maker and Payee dated effective as of May 13, 2019 (the “Loan Agreement”), and Payee is entitled to all of the benefits and subject to all of the obligations provided for or referred to in the Loan Agreement, including the rights and obligations to convert this Note into the Company’s equity securities as described in Section 3 of the Loan Agreement. Reference is made to the Loan Agreement for a statement of the terms and conditions under which this indebtedness was incurred (including conversion, waiver, etc.) and the events of default under which payments on this Note may be accelerated. The provisions of the Loan Agreement are incorporated by reference herein with the same force and effect as if fully set forth herein. As indicated in the Loan Agreement, to the extent the Deposit is not returned to the Maker by September 30, 2019, the Maker agrees to enter into a Security Agreement as provided in the Loan Agreement. Terms used in this Note but not defined herein will have the meanings ascribed to them in the Loan Agreement.

All amounts of principal and accrued but unpaid interest outstanding hereunder will either convert into shares of Maker’s capital stock or be paid to Payee, each as more fully described in the Loan Agreement. All amounts of principal and accrued but unpaid interest outstanding hereunder will also become due and payable upon an event of default, as defined in the Loan Agreement. This Note may be prepaid at any time during its term.

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Maker waives presentment, dishonor, protest, demand, diligence, notice of protest, notice of demand, notice of dishonor, notice of nonpayment, and any other notice of any kind otherwise required by law in connection with the delivery, acceptance, performance, default, enforcement or collection of this Note and expressly agrees that this Note, or any payment hereunder, may be extended or subordinated (by forbearance or otherwise) at any time, without in any way affecting the liability of Maker.

Maker agrees to pay on demand all costs of collecting or enforcing payment under this Note, including attorneys’ fees and legal expenses, whether suit be brought or not, and whether through courts of original jurisdiction, courts of appellate jurisdiction, or bankruptcy courts, or through other legal proceedings.

This Note may not be amended, converted, or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, conversion, modification, or waiver is sought.

This Note will be governed by the laws of the State of Nevada, without regard to conflict of laws principles.

Maker has executed this Note as of the date first above written.

MAKER:
WILLISTON HOLDING COMPANY, INC.
By:	Douglas G. Hipskind
Its:	Chief Financial Officer

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