Statement of Beneficial Ownership (sc 13d)
February 06 2019 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
LIFEAPPS
BRANDS INC.
|
(Name
of Issuer)
|
Common
Stock,
par value $0.001
per share
|
(Title
of Class of Securities)
|
Maxim Partners LLC
405 Lexington Avenue
New York, NY, 10174
212-895-3500
with a copy to:
Barry I. Grossman, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
(212) 370-1300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 25, 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).
SCHEDULE 13D
1
|
NAMES OF REPORTING PERSONS
|
MAXIM PARTNERS LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
Not Applicable
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
New York
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
120,959,996
|
8
|
Shared Voting Power
0
|
9
|
Sole Dispositive Power
120,959,996
|
10
|
Shared Dispositive Power
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
120,959,996
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
49.99% (1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
|
(1)
|
Based on 241,944,158 shares of common stock of the Issuer
issued and outstanding as of January 25, 2019.
|
1
|
NAMES OF REPORTING PERSONS
|
MJR HOLDINGS LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
Not Applicable
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
New York
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
120,959,996
|
8
|
Shared Voting Power
0
|
9
|
Sole Dispositive Power
120,959,996
|
10
|
Shared Dispositive Power
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
120,959,996 (1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
49.99% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
|
(1)
|
Represents 120,959,996 shares of common stock owned of record by Maxim Partners LLC and
beneficially by MJR Holdings LLC. MJR Holdings LLC is the managing member of Maxim Partners LLC and may be deemed to
beneficially own the shares of common stock of
the Issuer owned by Maxim Partners.
|
|
(2)
|
Based on 241,944,188 shares of common stock of the Issuer
issued and outstanding as of January 25, 2019.
|
1
|
NAMES OF REPORTING PERSONS
|
Michael Rabinowitz
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
Not Applicable
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
8
|
Shared Voting Power
120,959,996
|
9
|
Sole Dispositive Power
0
|
10
|
Shared Dispositive Power
120,959,996
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
120,959,996 (1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
49.99% (2)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
|
(1)
|
Represents 120,959,996 shares of common stock owned of
record by Maxim Partners LLC and beneficially by Michael Rabinowitz. MJR Holdings is the managing member of Maxim Partners LLC
and may be deemed to beneficially own all of the shares of common stock of the Issuer owned by Maxim Partners. Michael Rabinowitz
is the managing member of MJR Holdings LLC, and therefore has voting and dispositive power over the securities owned by MJR Holdings
LLC and may be deemed to beneficially own the shares of Common Stock owned beneficially by MJR Holdings. Mr. Rabinowitz disclaims
beneficial ownership over any securities owned by MJR Holdings for any other purposes.
|
|
(2)
|
Based on 241,944,188 shares of common stock of the Issuer
issued and outstanding as of January 25, 2019.
|
|
Item
1.
|
Security
and Issuer
|
This
Schedule 13D (“Schedule 13D”) relates to shares of common stock,
par value $0.001
per share, (the “Common Stock”) of LifeApps Brands, Inc., a corporation incorporated in the State of Delaware
(the “Issuer”), with its principal executive offices located at 2435 Dixie Highway Wilton, FL 33305.
|
Item
2.
|
Identity
and Background
|
|
(a)
|
This
statement is filed by each of the following persons (each a “Reporting Person”
and collectively, the “Reporting Persons”):
|
|
(i)
|
Maxim
Partners LLC, a New York limited liability company (“Maxim Partners”);
|
|
(ii)
|
MJR
Holdings LLC, a New York limited liability company (“MJR Holdings”); and
|
|
(iii)
|
Michael
Rabinowitz.
|
Maxim
Partners owns of record 120,959,996 shares of Common Stock (the “Shares”).
(b)
The principal business address of each Reporting Person is 405 Lexington Avenue, New York, NY 10174.
(c)
The principal business of the Reporting Persons is investment banking, securities and wealth management. The occupation of Mr.
Rabinowitz is to serve as the Chairman and Chief Executive Officer of the Maxim Group.
(d)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors)
(e)
None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body
of competent jurisdiction and, as a result of 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.
(f)
Michael Rabinowitz is a citizen of the United States and Maxim Partners and MJR Holdings are limited liability companies organized
in the State of New York.
|
Item
3.
|
Source
and Amount of Funds or Other Considerations
|
On
January 25, 2019, the Issuer entered into and consummated a securities exchange (the “Securities Exchange”) under
a Securities Exchange Agreement (the “Securities Exchange Agreement”) with Maxim Partners and LGBT Loyalty, pursuant
to which the Issuer acquired all of the membership interests of LGBT Loyalty LLC, a New York limited liability company (“LGBT
Loyalty”), in exchange for the Shares and one share of the Issuer’s newly created Series A Convertible Preferred Stock
(the “Series A Preferred Stock”). The Shares issued to Maxim Partners represented, upon issuance, 49.99% of the Issuer’s
then issued and outstanding shares of Common Stock. As a result of the Securities Exchange, LGBT Loyalty became a wholly owned
subsidiary of the Issuer.
The
Series A Preferred Stock has no voting, liquidation or other rights other than the right to convert into shares of Common Stock.
The Series A Preferred Stock will automatically convert into additional shares of the Issuer’s restricted Common Stock immediately
after such time that (i) the number of shares of the Issuer’s authorized Common Stock is increased from 500,000,000 to 1,000,000,000
shares (the “Share Increase”) and (ii) the common stock purchase warrants issued to Brian Neal, the Issuer’s
President, and Robert Gayman, its Executive Management Consultant, at the closing of the Securities Exchange (the “Management
Warrants”) are automatically exercised for shares of the Issuer’s restricted Common Stock. The Management Warrants
were issued to Robert Blair, the Issuer’s Chief Executive Officer, Brian Neal and Robert Gayman, and/or their designees
or assignees (collectively, the “Management Holders”) in exchange for the cancellation of all amounts due to the Management
Holders by the Issuer as of, but not including, January 1, 2019, which amounts consisted solely of accrued salaries and/or consulting
fees earned by the Management Holders through December 31, 2018, plus interest due thereon. The Management Warrants are automatically
exercisable for shares of restricted Common Stock following the Share Increase at an exercise price equal to a 10% discount to
the volume weighted average price for the Common Stock during the three trading days ending on the seventh trading day following
January 31, 2019, the date on which the Issuer’s Current Report on Form 8-K to report the Securities Exchange was filed
with the Securities and Exchange Commission (the “SEC”). Except as otherwise provided below, the share of Series A
Preferred Stock issued to Maxim Partners is automatically convertible into 99.98% of the number of shares issued upon the automatic
exercise of the Management Warrants. However, upon the conversion of the Series A Preferred Stock, Maxim Partners may not own
more than 49.99% of the Issuer’s then issued and outstanding Common Stock. In the event that the full conversion of the
Series A Preferred Stock would result in Maxim Partners owning more than 49.99% of the Issuer’s then issued and outstanding
Common Stock, the conversion will be limited to such number of shares that will result in Maxim Partners owning 49.99% of the
then issued and outstanding Common Stock and the issuance of the remaining shares of Common Stock issuable upon conversion will
be deferred until such time as their issuance will not increase Maxim Partner’s ownership of the outstanding Common Stock
to more than 49.99%. Pursuant to the Securities Exchange Agreement Maxim Partners is entitled to appoint two additional members
to the board of directors of the Issuer.
The
foregoing description of the Securities Exchange Agreement is qualified in its entirety by reference to the full text of the Securities
Exchange Agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Current Report Form 8-K filed by the Issuer
with the SEC on January 31, 2019 and is incorporated by reference herein as Exhibit 99.1.
|
Item
4.
|
Purpose
of Transaction
|
The
information in Item 3 is hereby incorporated by reference. Maxim Partners acquired the Shares as consideration in the Securities
Exchange and holds it for investment purposes. Other than as set forth herein above, none of the Reporting Persons has any present
plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D.
|
Item
5.
|
Interest
in Securities of the Issuer
|
(a)-(b)
The responses to Items 7 — 13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)
None of the Reporting Persons has effected any transactions of the Issuer’s Common Stock during the 60 days preceding the
date of this report, except as described in Item 3 of this Schedule 13D which information is incorporated herein by reference.
(d)
Not applicable.
(e)
Not applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The
information in Items 3 and 4 are hereby incorporated by reference. On February 5, 2019, the Reporting Persons entered into a Joint
Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule
13D with respect to securities of the Issuer, to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
Except
as otherwise indicated herein above, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
between any Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to,
transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
|
Item
7.
|
Material
to be Filed as Exhibits
|
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.
Date:
February 5, 2019
|
MAXIM
PARTNERS LLC
|
|
|
|
|
By:
|
/s/
Timothy Murphy
|
|
|
Name: Timothy
Murphy
|
|
|
Title:
CFO
|
|
|
|
|
MJR
HOLDINGS LLC
|
|
|
|
|
By:
|
/s/
Michael Rabinowitz
|
|
|
Name: Michael
Rabinowitz
|
|
|
Title:
Managing Member
|
|
|
|
|
|
/s/
Michael Rabinowitz
|
|
|
Michael
Rabinowitz
|
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