CUSIP
No. 549333300
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1
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NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Monaco
Investment Partners II, LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☒
(b)
☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO,
PF
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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☐
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6
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Citizenship
or Place of Organization
Illinois,
USA
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
-0-
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BENEFICIALLY
OWNED BY
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8
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SHARED
VOTING POWER
2,055,754
shares of Common Stock
(1)
; 575,000 shares of Series A Preferred Stock
(2)
; and 58,405,754 total voting
shares
(3)
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
-0-
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|
PERSON
WITH:
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10
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SHARED
DISPOSITIVE POWER
2,055,754
shares of Common Stock
(1)
and 575,000 shares of Series A Preferred Stock
(2)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,055,754
shares of Common Stock
(1)
; 575,000 shares of Series A Preferred Stock
(2)
; and 58,405,754 total voting
shares
(3)
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not
applicable.
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
of the outstanding Common Stock
(1) (4)
; 30.8% of the outstanding Series A Preferred Stock; and 29.5% of the
outstanding total voting shares
(5) (6)
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14
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TYPE
OF REPORTING PERSON
PN
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CUSIP
No. 549333300
(1)
Includes
805,754 shares of Common Stock, 1,150,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock held
by the Reporting Person (see footnote
(2)
below), and 100,000 shares of common stock issuable upon exercise
of outstanding warrants to purchase shares of common stock with an exercise price of $2.00 per share held by the Reporting Person
(the “
Warrants
”).
(2)
Each
share of Series A Preferred Stock provides the holder thereof one hundred (100) votes on all matters submitted to stockholders
and is convertible, at the option of the holder thereof, into two (2) shares of Common Stock.
(3)
Includes
805,754 shares of Common Stock, 57,500,000 voting shares which the 575,000 total outstanding shares of Series A Preferred Stock
are eligible to vote (see footnote
(2)
above), and 100,000 shares of common stock issuable upon exercise
of the Warrants.
(4)
Based
on 12,383,938 total shares outstanding as of March 7, 2017, representing 11,133,938 outstanding shares of Common Stock and 1,150,000
shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by the Reporting Person (see footnote
(2)
above),
and the 100,000 shares of common stock issuable upon exercise of the Warrants.
(5)
Based
on 198,195,038 total voting shares outstanding as of March 7, 2017, representing 11,133,938 outstanding shares of Common Stock,
186,961,100 voting shares which the 1,869,611 total outstanding shares of Series A Preferred Stock are eligible to vote and 100,000
voting shares issuable upon exercise of the Warrants (see footnote
(2)
above).
(6)
When
taking into account the conversion of the Series A Preferred Stock and exercise of the Warrants (see footnotes
(1)
and
(2)
above).
CUSIP
No. 549333300
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Donald
P. Monaco Insurance Trust
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO,
PF
|
|
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship
or Place of Organization
Illinois,
USA
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
-0-
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED
VOTING POWER
1,906,292
shares of Common Stock
(1)
; 500,000 shares of Series A Preferred Stock
(2)
; and 50,906,292 total voting
shares
(3)
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EACH
REPORTING
|
9
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SOLE
DISPOSITIVE POWER
-0-
|
|
PERSON
WITH:
|
10
|
SHARED
DISPOSITIVE POWER
1,906,292
shares of Common Stock
(1)
and 500,000 shares of Series A Preferred Stock
(2)
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,906,292
shares of Common Stock
(1)
; 500,000 shares of Series A Preferred Stock
(2)
; and 50,906,292 total voting
shares
(3)
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not
applicable.
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
of the outstanding Common Stock
(1)(4)
; 26.7% of the outstanding Series A Preferred Stock; and 25.7% of the
outstanding total voting shares
(5) (6)
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14
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TYPE
OF REPORTING PERSON
OO
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CUSIP
No. 549333300
(1)
Includes
906,292 shares of Common Stock and 1,000,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock held
by the Reporting Person.
(2)
Each
share of Series A Preferred Stock provides the holder thereof one hundred (100) votes on all matters submitted to stockholders
and is convertible, at the option of the holder thereof, into two (2) shares of Common Stock.
(3)
Includes
906,292 shares of Common Stock and 50,000,000 voting shares which the 500,000 total outstanding shares of Series A Preferred Stock
are eligible to vote (see footnote
(2)
above).
(4)
Based
on 12,133,938 total shares outstanding as of March 7, 2017, representing 11,133,938 outstanding shares of Common Stock and 1,000,000
shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by the Reporting Person (see footnote
(2)
above).
(5)
Based
on 198,095,038 total voting shares outstanding as of March 7, 2017, representing 11,133,938 outstanding shares of Common Stock
and 186,961,100 voting shares which the 1,869,611 total outstanding shares of Series A Preferred Stock are eligible to vote (see
footnote
(2)
above).
(6)
When
taking into account the conversion of the Series A Preferred Stock (see footnotes
(1)
and
(2)
above.
CUSIP
No. 549333300
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Donald
P. Monaco
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☒
(b)
☐
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO,
PF
|
|
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
|
☐
|
|
6
|
Citizenship
or Place of Organization
United
States
|
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NUMBER
OF
SHARES
|
7
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SOLE
VOTING POWER
-0-
|
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED
VOTING POWER
3,962,066
shares of Common Stock
(1)
; 1,075,000 shares of Series A Preferred Stock
(2)
; and 109,312,066 total
voting shares
(3)
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EACH
REPORTING
|
9
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SOLE
DISPOSITIVE POWER
-0-
|
|
PERSON
WITH:
|
10
|
SHARED
DISPOSITIVE POWER
3,962,066
shares of Common Stock
(1)
and 1,075,000 shares of Series A Preferred Stock
(2)
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,962,066
shares of Common Stock
(1)
; 1,075,000 shares of Series A Preferred Stock
(2)
; and 109,312,066 total
voting shares
(3)
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12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not
applicable.
|
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
of the outstanding Common Stock
(1) (4)
; 57.5% of the outstanding Series A Preferred Stock; and 55.2% of the
outstanding total voting shares
(5) (6)
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14
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TYPE
OF REPORTING PERSON
IN
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CUSIP
No. 549333300
(1)
Includes
1,712,046 shares of Common Stock, 2,150,000 shares of Common Stock issuable upon conversion of the Series A Preferred Stock beneficially
owned by the Reporting Person, 20 shares of Common Stock held by the Reporting Person and the Warrants.
(2)
Each
share of Series A Preferred Stock provides the holder thereof one hundred (100) votes on all matters submitted to stockholders
and is convertible, at the option of the holder thereof, into two (2) shares of Common Stock.
(3)
Includes
1,712,066 shares of Common Stock and 107,500,000 voting shares which the 1,075,000 total outstanding shares of Series A Preferred
Stock are eligible to vote (see footnote
(2)
above) and the shares of common stock issuable upon exercise
of the Warrants.
(4)
Based
on 13,363,938 total shares outstanding as of March 7, 2017, representing 11,133,938 outstanding shares of Common Stock, 2,150,000
shares of Common Stock issuable upon conversion of the Series A Preferred Stock held by the Reporting Person (see footnote
(2)
above)
and the shares of common stock issuable upon exercise of the Warrants.
(5)
Based
on 198,195,038 total voting shares outstanding as of March 7, 2017, representing 11,133,938 outstanding shares of Common Stock,
186,961,100 voting shares which the 1,869,611 total outstanding shares of Series A Preferred Stock are eligible to vote (see footnote
(2)
above)
and the shares of common stock issuable upon exercise of the Warrants.
(6)
When
taking into account the conversion of the Series A Preferred Stock (see footnote
(1)
above) and the exercise
of the Warrants.
CUSIP
No. 549333300
This
Amendment No. 1 (the “
Amendment
”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “
Commission
”) on November 3, 2016 (the “
Schedule 13D
”), by Monaco Investment
Partners II, LP, an Illinois limited partnership (“
MI Partners
”), the Donald P. Monaco Insurance Trust, an
Illinois trust (the “
Trust
”), and Donald P. Monaco, an individual (“
Monaco
”). Each of the
foregoing are referred to as a “
Reporting Person
” and collectively as the “
Reporting Persons
.”
Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D.
Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect,
and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.
Item
3. Source of Amount of Funds or Other Compensation
On
February 28, 2017, MI Partners purchased 100,000 units from the Company, each consisting of one share of common stock and one
warrant to purchase one share of common stock, with an exercise price of $2.00 per share, in a private transaction, for an aggregate
of $200,000.
Item
4. Purpose of Transaction
The
Reporting Persons acquired the securities for investment purposes. In the future, depending on general market and economic conditions
affecting the Company and other relevant factors, the Reporting Persons may purchase additional securities of the Company or dispose
of some or all of the securities they currently own from time to time in open market transactions, private transactions or otherwise.
The
Reporting Persons do not currently have any plans or proposals which relate to or would result in the following described:
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(a)
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the
acquisition by persons of additional securities of the Company, or the disposition of securities of the Company, except as
discussed above;
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(b)
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a
reorganization involving the Company;
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(c)
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a
sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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a
change in the present board of directors and management of the Company, including plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
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(e)
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a
material change in the present capitalization or dividend policy of the Company;
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(f)
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other
material changes in the Company’s business or corporate structure;
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(g)
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changes
in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Company by any person;
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The
Reporting Persons do not have any plans or proposals which relate to or result in:
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(h)
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causing
a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
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(i)
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a
class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
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(j)
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any
action similar to any of those enumerated in (h) through (j), above.
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CUSIP
No. 549333300
Item
5. Interest in Securities of the Issuer
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(a)
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As
of the close of business on March 7, 2017, the Reporting Persons beneficially own in aggregate 3,962,066 shares of Common
Stock
(1)
; 1,075,000 shares of Series A Preferred Stock
(2)
; and 109,312,066 total voting shares
(3)
,
representing 29.6% of the outstanding Common Stock
(1)
; 57.5% of the outstanding Series A Preferred Stock; and
55.2% of the outstanding total voting shares
(4)
.
As
of the close of business on March 7, 2017, MI Partners beneficially owns in aggregate 2,055,754 shares of Common Stock
(1)
;
575,000 shares of Series A Preferred Stock
(2)
; and 58,405,754 total voting shares
(3)
, representing
16.6% of the outstanding Common Stock
(1)
; 30.8% of the outstanding Series A Preferred Stock; and 29.5% of the
outstanding total voting shares
(4)
. By virtue of his relationship with MI Partners discussed in further detail
in Item 2, Monaco is deemed to beneficially own the securities beneficially owned by MI Partners.
As
of the close of business on March 7, 2017, the Trust beneficially owns in aggregate 1,906,292 shares of Common Stock
(1)
;
500,000 shares of Series A Preferred Stock
(2)
; and 50,906,292 total voting shares
(3)
, representing
15.7% of the outstanding Common Stock
(1)
; 26.7% of the outstanding Series A Preferred Stock; and 25.7% of the
outstanding total voting shares
(4)
. By virtue of his relationship with the Trust discussed in further detail
in Item 2, Monaco is deemed to beneficially own the securities beneficially owned by the Trust.
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(b)
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Monaco
may be deemed to have shared power with MI Partners and the Trust, to vote and dispose of the securities reported in this
Schedule 13D beneficially owned by MI Partners and the Trust, respectively.
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(c)
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See
Item 3, above.
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(d)
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No
other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of
the securities beneficially owned by the Reporting Persons.
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(e)
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N/A.
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(1)
Includes
shares of Common Stock issuable upon conversion of the Series A Preferred Stock and exercise of the Warrants held by the Reporting
Persons.
(2)
Each
share of Series A Preferred Stock provides the holder thereof one hundred (100) votes on all matters submitted to stockholders
and is convertible, at the option of the holder thereof, into two (2) shares of Common Stock.
(3)
Based
on 198,195,038 total voting shares outstanding as of March 7, 2017, representing 11,133,938 outstanding shares of Common Stock
and 186,961,100 voting shares which the 1,869,611 total outstanding shares of Series A Preferred Stock are eligible to vote (see
footnote
(2)
above) and including the 100,000 shares of common stock issuable upon exercise of the Warrants.
(4)
When
taking into account the conversion of the Series A Preferred Stock and exercise of the Warrants.
Item
6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
The
Reporting Persons have entered into a Joint Filing Agreement pursuant to which, among other things, the parties agreed to the
joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing
Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Except
as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item
7. Material to be Filed as Exhibits
CUSIP
No. 549333300
Signatures
After
reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
March 8, 2017
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Monaco
Investment Partners II, LP
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By:
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Donald
P. Monaco, General Partner
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/s/
Donald P. Monaco
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Donald
P. Monaco
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Donald
P. Monaco Insurance Trust
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/s/
Donald P. Monaco
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Donald
P. Monaco
Trustee
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/s/
Donald P. Monaco
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Donald
P. Monaco
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.