CUSIP
No. 54738L109
|
13G
|
Page
2 of 13
|
1
|
NAME
OF REPORTING PERSON
Satori
Capital, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
2,343,435
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
2,343,435
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,343,435
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.75%
(1)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
(1)
Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14,
2018, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“
Commission
”)
on September 14, 2018 plus 490,000 shares of Common Stock of the Issuer issuable upon exercise of warrants issued by the Issuer
to the Reporting Person and giving effect to the 50,000 shares of Common Stock of the Issuer granted pursuant to the Letter Agreement
(defined below).
CUSIP
No. 54738L109
|
13G
|
Page
3 of 13
|
1
|
NAME
OF REPORTING PERSON
SCGPM,
LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
2,343,435
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
2,343,435
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,343,435
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.75%
(2)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
(2)
Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14,
2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock
of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000
shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).
CUSIP
No. 54738L109
|
13G
|
Page
4 of 13
|
1
|
NAME
OF REPORTING PERSON
Sunny
Vanderbeck
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
2,343,435
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
2,343,435
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,343,435
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.75%
(3)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
(3)
Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14,
2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock
of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000
shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).
CUSIP
No. 54738L109
|
13G
|
Page
5 of 13
|
1
|
NAME
OF REPORTING PERSON
Randy
Eisenman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
2,343,435
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
2,343,435
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,343,435
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.75%
(4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
(4)
Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14,
2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock
of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000
shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).
CUSIP
No. 54738L109
|
13G
|
Page
6 of 13
|
1
|
NAME
OF REPORTING PERSON
Satori
Capital Strategic Opportunities GP, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
1,632,203
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
1,632,203
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,632,203
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.67%
(5)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
(5)
Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14,
2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock
of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000
shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).
CUSIP
No. 54738L109
|
13G
|
Page
7 of 13
|
1
|
NAME
OF REPORTING PERSON
Satori
Capital Strategic Opportunities, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
1,632,203
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
1,632,203
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,632,203
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.67%
(6)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
(6)
Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14,
2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock
of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000
shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).
CUSIP
No. 54738L109
|
13G
|
Page
8 of 13
|
1
|
NAME
OF REPORTING PERSON
Satori
Capital III GP, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
711,232
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
711,232
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
711,232
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.08%
(7)
|
12
|
TYPE
OF REPORTING PERSON
OO
|
(7)
Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14,
2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock
of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000
shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).
CUSIP
No. 54738L109
|
13G
|
Page
9 of 13
|
1
|
NAME
OF REPORTING PERSON
Satori
Capital III, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
-
0 -
|
6
|
SHARED
VOTING POWER
711,232
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
711,232
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
711,232
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.08%
(8)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
(8)
Based on 13,456,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of September 14,
2018, based on the Issuer’s Form 10-Q filed with the Commission on September 14, 2018 plus 490,000 shares of Common Stock
of the Issuer issuable upon exercise of warrants issued by the Issuer to the Reporting Person and giving effect to the 50,000
shares of Common Stock of the Issuer granted pursuant to the Letter Agreement (defined below).
CUSIP
No. 54738L109
|
13G
|
Page
10 of 13
|
Explanatory
note: This Amendment No. 1 amends the Schedule 13G filed by the Reporting Person with the U.S. Securities and Exchange Commission
on July 9, 2018 (the “
Original Schedule 13G
”). This Amendment corrects the number of shares of Common Stock
into which the Series A-1 Preferred Stock and Series A-2 Preferred Stock were converted and reflects 50,000 shares of common stock
granted to the Reporting Person by the Issuer pursuant to a letter agreement between the Reporting Person and the Issuer, dated
June 22, 2018 (the “
Letter Agreement
”), which were not reflected in the Original Schedule 13G.
Item
1(a).
|
Name
of Issuer:
|
The
Lovesac Company (the “
Issuer
”)
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
Two
Landmark Square, Suite 300
Stamford, CT 06901
Item
2(a).
|
Name
of Person Filing:
|
This
Schedule 13G is being filed jointly by Satori Capital, LLC (“
Satori Capital
”), SCGPM, LLC (“
SCGPM
”),
Satori Capital Strategic Opportunities GP, LLC (“
Satori CSOGP
”), Satori Capital Strategic Opportunities, LP
(“
Satori CSO
”), Satori Capital III GP, LLC (“
SCIIIGP
”), Satori Capital III, LP (“
SCIII
”),
Sunny Vanderbeck and Randy Eisenman (each, a “
Reporting Person
” and, together, the “
Reporting Persons
”),
pursuant to an Agreement of Joint Filing filed herewith in accordance with Rule 13d-1(k)(1) under the Act.
SCGPM
is wholly owned and controlled by Satori Capital, which is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman
through entities that Sunny Vanderbeck or Randy Eisenman own or control. SCGPM is the manager of Satori CSOGP and SCIIIGP and
may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. Satori CSOGP, is
the general partner of Satori CSO, which directly holds 1,256,093 shares of Common Stock, 34,825 shares of Common Stock issuable
pursuant to the Letter Agreement and 341,285 shares of Common Stock issuable upon the exercise of warrants. SCIIIGP is the general
partner of SCIII, which directly holds 547,342 shares of Common Stock, 15,175 shares of Common Stock issuable pursuant to the
Letter Agreement and 148,715 shares of Common Stock issuable upon the exercise of warrants.
Each
of Satori CSOGP, SCIIIGP, SCGPM, Satori Capital, Mr. Vanderbeck, Mr. Eisenman and each entity through which Mr. Vanderbeck and
Mr. Eisenman indirectly owns or controls Satori Capital disclaims beneficial ownership of the securities held by Satori CSO and
SCIII.
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
The
principal business address of each of the Reporting Persons is as follows:
2501
N. Harwood St., 20th Floor, Suite 2001
Dallas, Texas 75201
See
response to Item 4 of each of the cover pages.
Item
2(d).
|
Titles
of Classes of Securities:
|
Common
Stock, $0.00001 par value (“
Common Stock
”)
54738L109
CUSIP
No. 54738L109
|
13G
|
Page
11 of 13
|
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
|
|
(a)
|
☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
(d)
|
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
(e)
|
☐
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☐
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
(i)
|
☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3).
|
|
|
|
|
(j)
|
☐
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☐
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
______________
|
|
(a)
|
Amount
Beneficially Owned:
|
|
|
|
|
|
See
responses to Item 9 on each cover page.
|
|
|
|
|
(b)
|
Percent
of Class:
|
|
|
|
|
|
See
responses to Item 11 on each cover page.
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
See
responses to Item 7 on each cover page.
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page.
|
CUSIP
No. 54738L109
|
13G
|
Page
12 of 13
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
Applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
Not
Applicable.
CUSIP
No. 54738L109
|
13G
|
Page
13 of 13
|
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.
Dated:
October 24, 2018
|
Satori
Capital, LLC
|
|
By:
|
/s/
Sunny Vanderbeck
|
|
Name:
|
Sunny
Vanderbeck
|
|
Title:
|
President
|
|
|
|
|
SCGPM,
LLC
|
|
By:
|
/s/
Sunny Vanderbeck
|
|
Name:
|
Sunny
Vanderbeck
|
|
Title:
|
President
|
|
|
|
|
Satori
Capital Strategic Opportunities GP, LLC
|
|
|
|
By:
|
SCGPM,
LLC, its Manager
|
|
By:
|
/s/
Sunny Vanderbeck
|
|
Name:
|
Sunny
Vanderbeck
|
|
Title:
|
President
|
|
|
|
|
Satori
Capital III GP, LLC
|
|
|
|
By:
|
SCGPM,
LLC, its Manager
|
|
|
|
|
By:
|
/s/
Sunny Vanderbeck
|
|
Name:
|
Sunny
Vanderbeck
|
|
Title:
|
President
|
|
Satori
Capital Strategic Opportunities, LP
|
|
|
|
By:
|
Satori
Capital Strategic Opportunities GP, LLC, its General Partner
|
|
|
|
|
By:
|
SCGPM,
LLC, its Manager
|
|
|
|
|
By:
|
/s/
Sunny Vanderbeck
|
|
Name:
|
Sunny
Vanderbeck
|
|
Title:
|
President
|
|
|
|
|
Satori
Capital III, LP
|
|
|
|
By:
|
Satori
Capital III GP, LLC, its General Partner
|
|
|
|
|
By:
|
SCGPM,
LLC, its Manager
|
|
|
|
|
By:
|
/s/
Sunny Vanderbeck
|
|
Name:
|
Sunny
Vanderbeck
|
|
Title:
|
President
|
|
Sunny
Vanderbeck
|
|
By:
|
/s/
Sunny Vanderbeck
|
|
Name:
|
Sunny
Vanderbeck
|
|
|
|
|
Randy
Eisenman
|
|
|
|
By:
|
/s/
Randy Eisenman
|
|
Name:
|
Randy
Eisenman
|