UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 2)1

 

IKONICS Corporation

(Name of Issuer)

 

Common Stock, $0.10 par value

(Title of Class of Securities)

45172K102

(CUSIP Number)

David Elliot Lazar

Activist Investing LLC

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

(646) 768-8417

 

Spencer G. Feldman

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 28, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§ 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 for other parties to whom copies are to be sent.

 

 

 

1              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. 913903900

  1   NAME OF REPORTING PERSONS  
         
        CUSTODIAN VENTURES LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Wyoming  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

2

CUSIP No. 913903900

  1   NAME OF REPORTING PERSONS  
         
        DAVID ELLIOT LAZAR  
  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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

3

CUSIP No. 913903900

 

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 1,977,854 Shares outstanding, which is the total number of Shares outstanding as of May 7, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2021.

 

A. Custodian

 

(a) As of the date hereof, Custodian did not own any Shares.

 

Percentage: 0%

 

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Custodian during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

B. Mr. Lazar

 

(a) As of the date hereof, Mr. Lazar did not own any Shares.

 

Percentage: 0%

 

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Mr. Lazar during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

(e) As of June 28, 2021, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares.

 

4

CUSIP No. 913903900

SIGNATURES

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

 

Dated: June 30, 2021

 

  ACTIVIST INVESTING LLC
   
  By:

/s/ David Elliot Lazar

    Name: David Elliot Lazar
    Title: Chief Executive Officer

 

  CUSTODIAN VENTURES LLC
   
  By:

/s/ David Elliot Lazar

    Name: David Elliot Lazar
    Title: Chief Executive Officer

 

  /s/ David Elliot Lazar
  David Elliot Lazar

 

5

CUSIP No. 913903900

 

SCHEDULE A

 

Transaction in the Shares During the Past Sixty Days

 

Nature of Transaction

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

 

Custodian Ventures LLC

 

Sale of Common Stock (770) 20.4459 06/28/2021
Sale of Common Stock (1,000) 20.6794 06/28/2021
Sale of Common Stock (1,000) 20.3100 06/28/2021
Sale of Common Stock (1,000) 20.4001 06/28/2021
Sale of Common Stock (1,000) 20.4140 06/28/2021
Sale of Common Stock (1,000) 20.2259 06/28/2021
Sale of Common Stock (1,000) 20.2389 06/28/2021
Sale of Common Stock (1,000) 20.2000 06/28/2021
Sale of Common Stock (1,000) 20.2273 06/28/2021
Sale of Common Stock (2,000) 20.2723 06/28/2021
Sale of Common Stock (1,000) 20.3711 06/28/2021
Sale of Common Stock (1,000) 20.4500 06/28/2021
Sale of Common Stock (4,000) 20.3232 06/28/2021
Sale of Common Stock (4,000) 20.3663 06/28/2021
Sale of Common Stock (525) 20.1000 06/28/2021
Sale of Common Stock (3,000) 20.1202 06/28/2021
Sale of Common Stock (3,000) 20.0079 06/28/2021
Sale of Common Stock (3,000) 20.5666 06/28/2021
Sale of Common Stock (3,000) 20.5979 06/28/2021
Sale of Common Stock (3,000) 20.5340 06/28/2021
Sale of Common Stock (3,000) 20.6242 06/28/2021
Sale of Common Stock (3,000) 20.6500 06/28/2021
Sale of Common Stock (3,000) 20.5929 06/28/2021
Sale of Common Stock (3,000) 20.7550 06/28/2021
Sale of Common Stock (1,000) 21.6208 06/28/2021
Sale of Common Stock (1,000) 21.5510 06/28/2021
Sale of Common Stock (1,000) 21.5850 06/28/2021
Sale of Common Stock (1,000) 21.5600 06/28/2021
Sale of Common Stock (1,000) 21.5282 06/28/2021
Sale of Common Stock (2,000) 22.3512 06/28/2021
Sale of Common Stock (2,000) 22.3900 06/28/2021
Sale of Common Stock (2,000) 22.1200 06/28/2021
Sale of Common Stock (2,000) 22.3827 06/28/2021
Sale of Common Stock (4,000) 22.3528 06/28/2021
Sale of Common Stock (2,000) 22.2200 06/28/2021
Sale of Common Stock (2,000) 22.3850 06/28/2021
Sale of Common Stock (2,000) 22.3200 06/28/2021
Sale of Common Stock (2,000) 21.9319 06/28/2021
Sale of Common Stock (1,000) 22.0280 06/28/2021

 

6

CUSIP No. 913903900

 

Sale of Common Stock (2,000) 21.8101 06/28/2021
Sale of Common Stock (2,000) 22.0589 06/28/2021
Sale of Common Stock (1,000) 22.0000 06/28/2021
Sale of Common Stock (1,000) 22.1656 06/28/2021
Sale of Common Stock (1,000) 22.0416 06/28/2021
Sale of Common Stock (1,000) 21.9033 06/28/2021
Sale of Common Stock (1,000) 22.0113 06/28/2021
Sale of Common Stock (1,000) 22.1150 06/28/2021
Sale of Common Stock (1,000) 22.2030 06/28/2021
Sale of Common Stock (2,000) 22.2500 06/28/2021
Sale of Common Stock (2,000) 22.3610 06/28/2021
Sale of Common Stock (2,000) 22.0869 06/28/2021
Sale of Common Stock (1,000) 21.6741 06/28/2021
Sale of Common Stock (1,000) 21.7590 06/28/2021
Sale of Common Stock (1,850) 21.7201 06/28/2021
Sale of Common Stock (2,000) 21.9454 06/28/2021
Sale of Common Stock (2,000) 22.0000 06/28/2021
Sale of Common Stock (2,000) 22.4906 06/28/2021
Sale of Common Stock (3,000) 23.0046 06/28/2021
Sale of Common Stock (3,000) 23.3950 06/28/2021
Sale of Common Stock (5,000) 22.7800 06/28/2021
Sale of Common Stock (2,800) 22.8031 06/28/2021
Sale of Common Stock (2,000) 23.0163 06/28/2021
Sale of Common Stock (2,024) 23.0006 06/28/2021
Sale of Common Stock (5,000) 23.0482 06/28/2021
Sale of Common Stock (10,000) 23.0821 06/28/2021
Sale of Common Stock (5,000) 23.7000 06/28/2021
Sale of Common Stock (10,000) 23.3551 06/28/2021
Sale of Common Stock (5,000) 24.2585 06/28/2021
Sale of Common Stock (5,000) 24.7700 06/28/2021

 

7

CUSIP No. 913903900

 

David Elliot Lazar

 

Sale of Common Stock (1,000) 20.4000 06/28/2021
Sale of Common Stock (1,000) 20.5143 06/28/2021
Sale of Common Stock (1,000) 20.4100 06/28/2021
Sale of Common Stock (1,000) 20.5889 06/28/2021
Sale of Common Stock (1,000) 20.7008 06/28/2021
Sale of Common Stock (1,000) 20.7150 06/28/2021
Sale of Common Stock (1,000) 20.6500 06/28/2021
Sale of Common Stock (1,000) 20.6488 06/28/2021
Sale of Common Stock (1,000) 20.6599 06/28/2021
Sale of Common Stock (1,000) 20.7760 06/28/2021
Sale of Common Stock (1,000) 20.6914 06/28/2021
Sale of Common Stock (1,000) 20.7250 06/28/2021
Sale of Common Stock (1,000) 20.6250 06/28/2021
Sale of Common Stock (1,000) 20.6129 06/28/2021
Sale of Common Stock (1,000) 20.7800 06/28/2021
Sale of Common Stock (967) 20.5150 06/28/2021
Sale of Common Stock (1,000) 20.7050 06/28/2021
Sale of Common Stock (1,000) 20.6048 06/28/2021
Sale of Common Stock (1,000) 20.6706 06/28/2021
Sale of Common Stock (1,000) 20.6250 06/28/2021
Sale of Common Stock (1,000) 20.5080 06/28/2021
Sale of Common Stock (1,000) 20.5500 06/28/2021
Sale of Common Stock (1,000) 20.4283 06/28/2021
Sale of Common Stock (1,000) 20.4584 06/28/2021
Sale of Common Stock (1,000) 20.5243 06/28/2021
Sale of Common Stock (1,000) 20.4400 06/28/2021
Sale of Common Stock (1,000) 20.4809 06/28/2021
Sale of Common Stock (1,000) 20.5207 06/28/2021
Sale of Common Stock (771) 20.5000 06/28/2021
Sale of Common Stock (1,000) 20.3650 06/28/2021
Sale of Common Stock (1,000) 20.4620 06/28/2021

  

8

 

Ikonics (NASDAQ:IKNX)
Historical Stock Chart
From Aug 2021 to Sep 2021 Click Here for more Ikonics Charts.
Ikonics (NASDAQ:IKNX)
Historical Stock Chart
From Sep 2020 to Sep 2021 Click Here for more Ikonics Charts.