Amended Statement of Beneficial Ownership (sc 13d/a)
26 Juin 2019 - 8:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 1)
LGBTQ
LOYALTY HOLDINGS, INC. (F/K/A 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)
June 4, 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
0
|
8
|
Shared Voting Power
0
|
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 (See Instructions) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
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
0
|
8
|
Shared Voting Power
0
|
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 (See Instructions) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
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
0
|
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 (See Instructions) ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
This Amendment No. 1 (the
“Amendment”) amends the statement on Schedule 13D (“Schedule 13D”) filed on January 25, 2019, with respect
shares of common stock,
par value $0.001
per share, (the “Common
Stock”) of LGBTQ Loyalty Holdings, Inc. (formerly known as 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. Capitalized
terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D. This Amendment
amends and restates Items 5 and 7 in their entirety as set forth below.
|
Item 5.
|
Interest
in Securities of the Issuer
|
(a)-(b) The
responses to Items 7 — 13 of the cover pages of this Amendment are incorporated herein by reference.
(c) During the 60 days preceding
the date of this Amendment, the Issuer entered into a securities exchange agreement with Maxim Partners LLC pursuant to which the
Maxim Partners LLC exchanged 129,558,574 shares of Common Stock for 129,559 shares (the “Exchange Shares”) of our Series
C Preferred Stock (the “Share Exchange”). At the request of the Maxim Partners LLC, the Exchange Shares were transferred
and issued to Pride Partners LLC, an affiliate of Maxim Partners, LLC.
(d) Not applicable.
(e) As of June 4, 2019, the Reporting Persons
ceased to be beneficial owners of more than five percent of the Issuer’s Common Stock.
|
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: June 26, 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
|
6
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