☐ |
Rule 13d-1(b)
|
☐ |
Rule 13d-1(c)
|
☒ |
Rule 13d-1(d)
|
* |
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.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Lagniappe Ventures LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
4,312,500 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,312,500 (1)(2)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,312,500 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
See footnote (2) below.
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
20%(1)(2)(3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Michael T. Gray
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
4,312,500 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,312,500 (1)(2)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,312,500 (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
See footnote (2) below.
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
20%(1)(2)(3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1) |
See Item 4. These shares represent the founder shares held by Lagniappe Ventures LLC. Michael T. Gray, Executive Chairman and Chief Executive Officer of the Issuer, is the
managing member of Lagniappe Ventures LLC. Mr. Gray has sole voting and dispositive control over such securities.
|
(2) |
Excludes 4,500,000 shares which may be purchased by exercising warrants that are not presently exercisable.
|
(3) |
Based on 21,562,500 shares of common stock issued and outstanding as of November 1, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 1, 2018.
|
Item 1(a). |
Name of Issuer
|
Item 1(b). |
Address of the Issuer’s Principal Executive Offices
|
Item 2(a). |
Names of Persons Filing
|
Item 2(b). |
Address of the Principal Business Office, or if none, Residence:
|
Item 2(c). |
Citizenship
|
Item 2(d). |
Title of Class of Securities
|
Item 2(e). |
CUSIP Number
|
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
☐
|
(a) Broker or Dealer registered under Section 15 of the Exchange Act.
|
|
☐
|
(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
|
|
☐
|
(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
☐
|
(d) Investment company registered under Section 8 of the Investment Company Act.
|
|
☐
|
(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
|
|
☐
|
(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
|
|
☐
|
(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
|
|
☐
|
(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
☐
|
(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
|
|
☐
|
(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
|
|
Not applicable
|
Item 4. |
Ownership
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group
|
Item 10. |
Certification
|
/s/ Michael T. Gray, as
managing member of
Lagniappe Ventures LLC
|
02/13/2019
|
|
/s/ Michael T. Gray
|
02/13/2019
|
|
** Signature of Reporting
Person
|
Date
|
Lagniappe Ventures LLC
|
||
By:
|
/s/ Michael T. Gray
|
|
Name:
|
Michael T. Gray
|
|
Title:
|
Managing Member
|
|
/s/ Michael T. Gray
|
||
Michael T. Gray
|