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CUSIP No. 75704L104
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Page
4
of 6
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Item 1.
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Security and Issuer
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This Amendment No. 1, dated February 14, 2019 (the Amendment) amends and supplements the statement on Schedule 13D filed on April 6,
2018 (the Original Schedule 13D) by Phillip Frost, M.D. (Frost) and Frost Gamma Investment Trust (FGIT) (together, the Reporting Persons) with respect to shares of common stock, par value $0.001 per
share, of Red Violet, Inc., a Delaware corporation (the Issuer), formerly a wholly-owned subsidiary of Cogint, Inc., also a Delaware corporation (cogint). Effective March 26, 2018 (the Effective Date), cogint
distributed
pro-rata
all of the shares of the Issuer to cogint stockholders of record on March 19, 2018 (the Record Date) and holders of certain warrants to purchase cogint common stock (the
Spin-off)
as further described in Item 3 below.
Capitalized terms not defined in this Amendment will have
the meanings from the Original Schedule 13D. This Amendment is filed by the Reporting Persons pursuant to the Joint Filing Agreement, dated April 6, 2018, as executed by the reporting persons listed on the cover pages to this Amendment (Exhibit
99.1 to this Amendment).
The principal executive offices of the Issuer are located at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431.
Item 2.
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Identity and Background.
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The final paragraph of Item 2 is hereby deleted and replaced in its entirety with the following:
During the last five years, the Reporting Persons, except as described below, have not been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which 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.
On
December 27, 2018, Frost and FGIT entered into a settlement agreement with the Securities and Exchange Commission (the Commission), which was approved by the court on January 10, 2019, to resolve an action brought by the
Commission against Frost, FGIT, and others, in SEC v. Honig et al., 18 Civ. 08175 (S.D.N.Y.). Without admitting or denying the Commissions allegations, Frost agreed to injunctions from violations of the Sections 5(a), 5(c), and 17(a)(2) of the
Securities Act of 1933 and Section 13(d) of the Securities Exchange Act of 1934 and Rule
13d-1(a)
thereunder; approximately $5.5 million in penalty, disgorgement, and prejudgment interest; and a
prohibition, with certain exceptions, from trading in penny stocks. Without admitting or denying the Commissions allegations, FGIT agreed to injunctions from violations of Section 17(a)(2) of the Securities Act of 1933; and a prohibition,
with certain exceptions, from trading in penny stocks.
Item 3.
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Source and Amount of Funds or Other Consideration.
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No change.
Item 4.
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Purpose of Transaction.
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No change.