UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 6)

Under the Securities Exchange Act of 1934

ALJ REGIONAL HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

001627108

(CUSIP Number)

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

September 6, 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 § 240.13d-7(b) 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).

¹ This percentage is calculated based upon 41,921,299 shares of the Issuer’s common stock outstanding as of July 31, 2019, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the Commission on August 12, 2019.

Explanatory Note: The Reporting Person is filing this Amendment No. 6 relating to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities and Exchange Commission (the “Commission”) on October 26, 2017, as amended by the Amendment No. 1 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on February 26, 2018, by the Amendment No. 2 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on March 19, 2018, by the Amendment No. 3 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on June 18, 2018, by the Amendment No. 4 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on August 21, 2018, and by the Amendment No. 5 to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Commission on July 30, 2019 (as amended, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings given to them in the Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration

The information in this Item 3 is amended and restated as follows:

“The Shares reported herein as being beneficially owned by Ravich was purchased using personal funds.

On February 20, 2018, Ravich purchased 300,000 Shares in open market transactions for an aggregate purchase price of $676,320 at an average price per Share of $2.2544.

On March 15, 2018, Ravich purchased 67,716 Shares in open market transactions for an aggregate purchase price of $141,221.72 at an average price per Share of $2.0855. On March 16, 2018, Ravich purchased 5,105 Shares in open market transactions for an aggregate purchase price of $10,948.69 at an average price per Share of $2.1447.

On June 13, 2018, Ravich purchased 110,100 Shares in open market transactions for an aggregate purchase price of $169,135.62 at an average price per Share of $1.5362. On June 14, 2018, Ravich purchased 20,000 Shares in open market transactions for an aggregate purchase price of $31,778 at an average price per Share of $1.5889.

On August 17, 2018, Ravich received 109,223 Shares from the Company as compensation for services provided as the Company’s Executive Chairman.

On February 15, 2019, Ravich purchased 54,475 Shares in open market transactions for an aggregate share price of $96,769.39 at an average price per Share of $1.7764. On February 19, 2019, Ravich purchased 21,233 Shares in open market transactions for an aggregate purchase price of $39,247.08 at an average purchase price per Share of $1.8484. On February 20, 2019, Ravich purchased 77,060 Shares in open market transactions for an aggregate purchase price of $142,391.47 at an average purchase price per Share of $1.8478. On February 25, 2019, Ravich purchased 1,749 Shares in open market transactions for an aggregate purchase price of $3,313.13 at an average purchase price per Share of $1.8943. On February 26, 2019, Ravich purchased 20,160 Shares in open market transactions for an aggregate purchase price of $39,975.26 at an average purchase price per Share of $1.9829.

On July 30, 2019, Ravich purchased an aggregate of 1,560,000 Shares in a private placement offering by the Company of its common stock for an aggregate purchase price of $2,808,000 at a purchase price per Share of $1.80. In connection with such private placement offering, Ravich also received warrants to purchase an aggregate of 519,480 Shares at an exercise price of $1.80 with two year terms.” 

On September 6, 2019, Ravich received 133,070 Shares from the Company as compensation for services provided as the Company's Executive Chairman.

Item 4.  Purpose of Transaction

The information in this Item 4 is amended and restated as follows:

“This Schedule 13D is being filed because the number of Shares beneficially owned by Ravich, including options vesting within the immediately following 60 days, totaled 5% or greater ownership interest in the Issuer as of October 26, 2017. On such date, Ravich acquired a restricted stock grant of Shares as compensation for services as Executive Chairman of the Issuer.

On February 20, 2018, Ravich purchased 300,000 Shares in open market transactions for an aggregate purchase price of $676,320 at an average price per Share of $2.2544.

On March 15, 2018, Ravich purchased 67,716 Shares in open market transactions for an aggregate purchase price of $141,221.72 at an average price per Share of $2.0855. On March 16, 2018, Ravich purchased 5,105 Shares in open market transactions for an aggregate purchase price of $10,948.69 at an average price per Share of $2.1447.

On June 13, 2018, Ravich purchased 110,100 Shares in open market transactions for an aggregate purchase price of $169,135.62 at an average price per Share of $1.5362. On June 14, 2018, Ravich purchased 20,000 Shares in open market transactions for an aggregate purchase price of $31,778 at an average price per Share of $1.5889.

On August 17, 2018, Ravich received 109,223 Shares from the Company as compensation for services provided as the Company’s Executive Chairman.

On February 15, 2019, Ravich purchased 54,475 Shares in open market transactions for an aggregate share price of $96,769.39 at an average price per Share of $1.7764. On February 19, 2019, Ravich purchased 21,233 Shares in open market transactions for an aggregate purchase price of $39,247.08 at an average purchase price per Share of $1.8484. On February 20, 2019, Ravich purchased 77,060 Shares in open market transactions for an aggregate purchase price of $142,391.47 at an average purchase price per Share of $1.8478. On February 25, 2019, Ravich purchased 1,749 Shares in open market transactions for an aggregate purchase price of $3,313.13 at an average purchase price per Share of $1.8943. On February 26, 2019, Ravich purchased 20,160 Shares in open market transactions for an aggregate purchase price of $39,975.26 at an average purchase price per Share of $1.9829.

On July 30, 2019, Ravich purchased an aggregate of 1,560,000 Shares in a private placement offering by the Company of its common stock for an aggregate purchase price of $2,808,000 at a purchase price per Share of $1.80. In connection with such private placement offering, Ravich also received warrants to purchase an aggregate of 519,480 Shares at an exercise price of $1.80 with two year terms.”

On September 6, 2019, Ravich received 133,070 Shares from the Company as compensation for services provided as the Company's Executive Chairman.

On July 29, 2019, Ravich entered into the Employment Agreement (the “Employment Agreement”) with the Company, in substantially the form filed with the Commission on Form 8-K dated August 1, 2019 (the “August 8-K”), pursuant to which, among others, Ravich agreed to enter into a voting agreement having certain terms as set forth in the Employment Agreement.

On September 6, 2019, in connection with the Employment Agreement, Ravich and the Company entered into the Voting Agreement (the “Voting Agreement”), pursuant to which any stock held by Ravich or any of his affiliates in excess of 40% of the outstanding stock of the Company shall be automatically voted with the majority of all other outstanding stock of the Company.

The descriptions of the Employment Agreement and Voting Agreement set forth above do not purport to be complete and are qualified in their entirety by reference to the Employment Agreement, a copy of which is attached to the August 8-K as Exhibit 10.2, and to the Voting Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information supplied in this Schedule 13D is provided as of September 10, 2019.

Except as set forth in this Item 4, the reporting person has no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.”

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.

Dated: September 10, 2019

VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of September 6, 2019 (the “Effective Date”), by and among ALJ Regional Holdings, Inc. (the “Company”) and Jess Ravich (the “Executive”).

RECITALS

WHEREAS, the Company and the Executive have entered into an employment agreement dated as of July 29, 2019 (the “Employment Agreement”), whereby the Executive agreed to serve as the Chief Executive Officer of the Company pursuant to the terms and conditions of the Employment Agreement.

WHEREAS, pursuant to Section 12 of the Employment Agreement, and an inducement to the Company’s willingness to enter into the Employment Agreement, the Executive has agreed to enter into this Agreement with the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.       Shares Subject to Agreement. During the existence of this Agreement, promptly following the setting of any record date (the “Record Date”) with respect to any item for which the Company shall seek a shareholder vote (the “Shareholder Matter”), the Executive and the Company shall determine the number of (i) shares of the Company (the “Shares”) held by the Executive (the “Executive Shares”) and (ii) Shares held by the Executive’s daughters (the “Family Members”) as of the Record Date. The number of Shares held in the aggregate by the Executive and the Family Members, if any, that exceeds forty percent (40%) of the outstanding Shares as of the Record Date shall be referred to as the “Excess Amount.” The Executive hereby agrees that the Shares held by him in an amount equal to the Excess Amount (the “Excess Shares”) shall be voted as to any Shareholder Matter solely as contemplated by Section 3 below. By a way of example, if the Executive holds thirty five percent (35%) of the outstanding Shares and the Family Members hold seven percent (7%) of the outstanding Shares, the Excess Amount would be two percent (2%) of the outstanding Shares.

2.       Grant of Proxy. Upon the determination of any Excess Shares with respect to a Record Date, the Executive grants a proxy coupled with an interest in all Excess Shares the Executive holds as of such Record Date to a person designated by the Board of Directors of the Company (the “Board”) in writing (the “Proxy Designee”), which proxy shall be irrevocable until the following Record Date, to vote such Excess Shares on the applicable Shareholder Matter in the manner provided in Section 3 hereof. The proxy and power will survive the death, incompetency, and disability of the Executive but will terminate upon the termination of this Agreement in accordance with Section 5.6 hereof.

3.       Obligations to Vote Excess Shares. The Board shall cause the Proxy Designee to vote any Excess Shares such Proxy Designee controls on any matter brought for a shareholder vote in accordance with the vote of the majority of all other outstanding shares, excluding the Shares held by the Executive and the Family Members constituting forty percent (40%) of the outstanding Shares.

4.       Covenant to Secures Votes. To the extent Executive does not beneficially own (as defined in Rule 13(g) of the Securities Exchange Act of 1934) a number of Shares equal to or exceeding the Excess Shares, Executive will use his best efforts to cause the Family Members to vote such number of Shares held by such Family Members that, together with Shares beneficially owned by Executive, equal the Excess Amount in accordance with the terms of this Agreement as if Executive beneficially owned a number of Shares equal to the Excess Amount.

5.       Miscellaneous

5.1       Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either party without the prior written consent of the other party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

5.2       Governing Law. This Amendment shall be deemed to be a contract made under the law of the State of Delaware and for all purposes shall be governed by and construed in accordance with the law of such State applicable to contracts to be made and performed entirely within such State.

5.3       Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5.4       Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5.5       Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed electronic mail or confirmed facsimile on the day sent if sent during normal business hours of the recipient, or if not sent during normal business hours, then on the next business day; (c) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (d) one (1) business day after deposit with a nationally recognized overnight courier (if the parties are within the United States), specifying next day delivery, with written verification of receipt; or (e) three (3) business days after deposit with an internationally recognized express mail courier service (for international delivery of notice), with written verification of receipt. All communications to the Company shall be sent to:

ALJ Regional Holdings, Inc.
244 Madison Avenue, PMB #358

New York, NY 10016
Attn: Chairman, Corporate Nominating Committee

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP
1460 El Camino Real, Floor 2
Menlo Park, CA 94025
Attn: Chris Forrester

Email: Chris.Forrester@shearman.com

All communications to the Executive shall be sent to the address as set forth on his signature page or such other address as he may provide from time to time.

5.6       Amendments, Waivers and Termination. This Voting Agreement may not be amended or waived except by an instrument in writing signed on behalf of the Company and the Executive. The Company and the Executive may terminate this Agreement upon their mutual agreement, recorded in writing. Upon termination, neither the Company nor the Executive shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect. This Agreement shall terminate and be of no further force or effect at such time as the Executive and Family Members no longer beneficially own 10% of the Shares then outstanding.

5.7       Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision will be enforced to the maximum extent possible and such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement. In such event, the parties shall negotiate, in good faith, a legal, valid, and enforceable substitute provision which most nearly effects the intent of the parties in entering into this Agreement.

5.8       Entire Agreement. This Agreement (including all schedules and exhibits attached hereto, if any, each of which is incorporated herein by reference) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof and supersedes all other agreements of the parties to the extent such agreements relate to the subject matter hereof.

5.9       Advice of Counsel. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

5.10       Injunctive Relief. It is acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Any such person shall, therefore, be entitled to injunctive relief, including specific performance, to enforce such obligations, and if any action shall be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

5.11       Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Signature Page to the Voting Agreement]