Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 4)*
SMART FOR LIFE, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
83204U509
(CUSIP Number)
September 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* 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).
| CUSIP No. 83204U509 | 13G/A | Page 2 of 10 Pages |
| 1. | NAMES
OF REPORTING PERSONS Ionic Ventures, LLC |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION California, United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 |
| 6. | SHARED VOTING POWER
153,149 (1) | |
| 7. | SOLE DISPOSITIVE
POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
153,149 (1) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,149 (1) |
| 10. | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.1% (1) |
| 12. | TYPE OF REPORTING
PERSON (see instructions) OO |
| (1) | This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 4 to Statement on Schedule 13G (this “Amendment No, 4”), such shares and percentage are based on 7,090,728 shares of common stock, par value $0.0001 per share (“Common Stock”), outstanding as of September 20, 2024, as disclosed in the issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission on September 20, 2024 (the “Form 10-K”), and consist of the shares of Common Stock issuable upon full exercise of (i) 153,054 Common Stock purchase warrants and (ii) 95 shares of Common Stock issuable upon full exercise of Series A purchase warrants ((i) and (ii) together, the “Warrants”) directly held by the repor ting person. |
| CUSIP No. 83204U509 | 13G/A | Page 3 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS Ionic Management, LLC | |||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ | |||
| 3. | SEC
USE ONLY | |||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware, United States | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 |
| 6. | SHARED VOTING POWER
153,149 (1) | |
| 7. | SOLE DISPOSITIVE
POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
153,149 (1) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,149 (1) |
| 10. | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.1% (1) |
| 12. | TYPE OF REPORTING
PERSON (see instructions) OO |
| (1) | This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 4, such shares and percentage are based on 7,090,728 shares of Common Stock outstanding as of September 20, 2024, as disclosed in the Form 10-K, and consist of the shares of Common Stock issuable upon full exercise of the Warrants indirectly held by the reporting person. |
| CUSIP No. 83204U509 | 13G/A | Page 4 of 10 Pages |
| 1. | NAMES
OF REPORTING PERSONS Keith Coulston |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (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
153,149 (1) | |
| 7. | SOLE DISPOSITIVE
POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
153,149 (1) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,149 (1) |
| 10. | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.1% (1) |
| 12. | TYPE OF REPORTING
PERSON (see instructions) IN |
| (1) | This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 4, such shares and percentage are based on 7,090,728 shares of Common Stock outstanding as of September 20, 2024, as disclosed in the Form 10-K, and consist of the shares of Common Stock issuable upon full exercise of the Warrants indirectly held by the reporting person. |
| CUSIP No. 83204U509 | 13G/A | Page 5 of 10 Pages |
| 1. | NAMES
OF REPORTING PERSONS Brendan O’Neil |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (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
153,149 (1) | |
| 7. | SOLE DISPOSITIVE
POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
153,149 (1) |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,149 (1) |
| 10. | CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 2.1% (1) |
| 12. | TYPE OF REPORTING
PERSON (see instructions) IN |
| (1) | This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 4, such shares and percentage are based on 7,090,728 shares of Common Stock outstanding as of September 20, 2024, as disclosed in the Form 10-K, and consist of the shares of Common Stock issuable upon full exercise of the Warrants indirectly held by the reporting person. |
| CUSIP No. 83204U509 | 13G/A | Page 6 of 10 Pages |
This Amendment No. 4 to Statement on Schedule 13G (“Amendment No. 4”) amends and supplements the Statement on Schedule 13G, filed by the reporting persons with the U.S. Securities and Exchange Commission (“SEC”) on December 21, 2022 (the “Schedule 13G”), as amended and supplemented by Amendment No. 1 to the Schedule 13G, filed by the reporting persons on February 13, 2023 (“Amendment No. 1”), Amendment No. 2 to the Schedule 13G, filed by the reporting persons with the SEC on June 6, 2023 (“Amendment No. 2”), and Amendment No. 3 to the Schedule 13G, filed by the reporting persons with the SEC on February 12, 2024 (“Amendment No. 3” and together with Amendment No. 1 and Amendment No. 2, the “Amendments”).
The purpose of this Amendment No. 4 is as to update the beneficial ownership information on the cover pages and in Item 4 in each of the Schedule 13G and the Amendments, including to indicate that each of the reporting persons has ceased to be the beneficial owner of more than five percent of the shares of the outstanding common stock of the issuer and to amend Item 5 of each of the Schedule 13G and the Amendments accordingly. This Amendment No. 4 constitutes an exit filing for each of the reporting persons.
Item 1(a). Name of Issuer:
Smart for Life, Inc. (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices:
The Issuer’s principal executive offices are located at 990 Biscayne Boulevard, Suite 505, Miami, FL 33132.
Item 2(a). Names of Persons Filing:
| (i) Ionic Ventures LLC, a California limited liability company (“Ionic”); | ||
| (ii) Ionic Management, LLC, a Delaware limited liability company (“Ionic Management”); | ||
| (iii) Keith Coulston (“Mr. Coulston”); and | ||
| (iv) Brendan O’Neil (“Mr. O’Neil”). |
The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which was filed as Exhibit 1 to Amendment No. 3, pursuant to which such Reporting Persons have agreed to file this Amendment No. 4 and all subsequent amendments to the Schedule 13G and the Amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 4 should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the securities reported herein.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is 3053 Fillmore Street, Suite 256, San Francisco, CA 94123.
Item 2(c). Citizenship:
Ionic is a limited liability company organized under the laws of the State of California. Ionic Management is a limited liability company organized under the laws of the State of Delaware. Each of Mr. Coulston and Mr. O’Neil is a citizen of the United States.
Item 2(d). Title of Class of Securities:
The title of the class of securities to which the Schedule 13G and the Amendments relate is the Issuer’s common stock, par value $0.0001 per share (the “Common Stock”).
Item 2(e). CUSIP Number: 83204U509
| CUSIP No. 83204U509 | 13G/A | Page 7 of 10 Pages |
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 4 and is incorporated herein by reference for each such Reporting Person. This filing constitutes an exit filing for each Reporting Person. The ownership percentages reported are based on (i) 7,090,728 shares of Common Stock outstanding as of September 20, 2024, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed by the Issuer with the SEC on September 20, 2024, and (ii) an aggregate of 153,149 shares of Common Stock issuable upon full exercise of (x) certain common stock purchase warrants held by Ionic, exercisable for up to 153,054 shares of Common Stock, and (y) certain Series A purchase warrants held by Ionic, exercisable for up to 95 shares of Common Stock ((x) and (y) together, the “Warrants”).
Ionic is the beneficial owner of 153,149 shares of Common Stock (the “Shares”). Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its manager, Ionic Management. Each of the managers of Ionic Management, Mr. O’Neil and Mr. Coulston, has shared power to vote and/or dispose of the Shares beneficially owned by Ionic and Ionic Management. Neither Mr. O’Neil nor Mr. Coulston directly owns the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O’Neil and Mr. Coulston may be deemed to beneficially own the Shares which are beneficially owned by each of Ionic and Ionic Management, and Ionic Management may be deemed to beneficially own the Shares which are beneficially owned by Ionic.
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.
| CUSIP No. 83204U509 | 13G/A | Page 8 of 10 Pages |
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.
See Exhibit 1 filed with Amendment No. 3.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below each of the Reporting Persons certify that, to the best of each of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 83204U509 | 13G/A | Page 9 of 10 Pages |
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: November 14, 2024 | IONIC VENTURES, LLC | |
| By: Ionic Management, LLC | ||
| its Manager | ||
| By: | /s/ Keith Coulston | |
| Name: Keith Coulston | ||
| Title: Manager | ||
| IONIC MANAGEMENT, LLC | ||
| By: | /s/ Keith Coulston | |
| Name: Keith Coulston | ||
| Title: Manager | ||
| /s/ Brendan O’Neil | ||
| Brendan O’Neil | ||
| /s/ Keith Coulston | ||
| Keith Coulston | ||
| CUSIP No. 83204U509 | 13G/A | Page 10 of 10 Pages |
LIST OF EXHIBITS
Exhibit |
Description | |
| 1 | Joint Filing Agreement, dated February 12, 2024 (incorporated by reference to Exhibit 1 to Amendment No. 3 filed by the Reporting Persons with the SEC on February 12, 2024). | |