Sec Form 13D Filing - F9 Investments LLC filing for LL FLOORING HOLDINGS, INC. (LLFLQ) - 2024-09-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

LL Flooring Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

55003T107

(CUSIP Number)

Avi Cohen

2350 W O Smith Street

Lawrenceburg, TN 38464

617-851-9635

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 6, 2024

(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 § 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 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 (the “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

SCHEDULE 13D

SCHEDULE 13D

AMENDMENT NO. 12 TO SCHEDULE 13D

This Amendment No. 12 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.001 per share (t he “Common Stock”), of LL Flooring Holdings, Inc., a Delaware corporation (“LL”). This Amendment is being filed to amend the Schedule 13D that was originally filed on May 25, 2023, as amended by Amendment No. 1 filed on May 30, 2023, Amendment No. 2 filed on June 12, 2023, Amendment No. 3 filed on August 17, 2023, Amendment No. 4 filed on November 14, 2023, Amendment No. 5 filed on January 18, 2024, Amendment No. 6 filed on April 11, 2024, Amendment No. 7 filed on April 30, 2024, Amendment No. 8 filed on May 31, 2024, Amendment No. 9 filed on June 28, 2025, Amendment No. 10 filed on July 12, 2024 and Amendment No. 11 filed on August 12, 2024 (collectively, the “Schedule 13D”). Other than information set in Items 4 and 7, no other information in the Schedule 13D is being amended. Unless otherwise indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction

On September 6, 2024, LumLiQ2, LLC (“LL2”), an indirect, wholly-owned subsidiary of F9 Investments, LLC, as purchaser, F9 Investments, LLC, as guarantor, and LL and certain of its subsidiaries, as sellers (collectively, the “LL Parties”), entered into an Asset Purchase Agreement (the “APA”) pursuant to which, subject to the terms and conditions of the APA, LL2 agreed to acquire certain assets of the LL Parties, including the rights to leases for 219 stores, the inventory in those stores and LL’s Sandston, Virginia distribution center, and intellectual property, and assume certain specified liabilities of the LL Parties. The APA contains customary representations and warranties of the parties and the completion of the transaction contemplated thereby is subject to a number of customary conditions, which, include, among others, the entry of an order of the U.S. Bankruptcy Court for the District of Delaware authorizing and approving the APA, the performance by each party of its obligations under the APA and the material accuracy of each party’s representations. The APA contains certain termination rights for both parties, including the right to terminate the APA if the transactions contemplated thereby are not consummated by October 30, 2024. A copy of the APA is attached hereto as Exhibit 1 and incorporated herein by reference.

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.