SEC Form 3 · accession 0001213900-19-002129
LIFEAPPS BRANDS INC. · LFAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 25, 2019
Accepted (ET)
Feb 11, 2019 · 6:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001510247
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per share (the Common Stock)F1 | holding | — | — | — | 120,959,996 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F3 | $0.00 | holding | — | — | — | — | — | Common Stock | — | — | D |
Explanation of responses
- F1All of the securities reported herein are owned directly by Maxim Partners LLC ("Maxim Partners"), and, 79% of the securities reported herein, or 95,558,397, are indirectly owned by MJR Holdings LLC ("MRJ") which owns 79% of the membership interests in Maxim Partners and Michael Rabinowitz may be deemed to beneficially own all of the shares of Common Stock owned of record by MJR.
- F2On January 25, 2019 the Issuer entered into and closed a securities exchange under a Securities Exchange Agreement (the "Securities Exchange Agreement") with the Maxim Partners LLC and LGBT Loyalty LLC, a New York limited liability company ("LGBT Loyalty"), pursuant to which the Issuer acquired all of the membership interests of LGBT Loyalty, making LGBT Loyalty a wholly owned subsidiary of the Issuer, in exchange for 120,959,996 shares (the "Shares") of the Issuer's restricted common stock and one share of Issuer's newly created Series A Convertible Preferred Stock (the "Series A Preferred Stock").
- F3The Series A Preferred Stock automatically converts into additional shares of the Issuer's restricted common stock at 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) warrants issued to Brian Neal, the Issuer's president, and Robert Gayman, the Issuer's executive management consultant, at the closing of the securities exchange transaction have been exercised for shares of the Issuer's restricted Common Stock. The Series A Preferred Stock does not have an expiration date.