Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Lazydays Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 par value

(Title of Class of Securities)

 

52110H100

(CUSIP Number)

 

Bryant R. Riley

B. Riley Financial, Inc.

11100 Santa Monica Boulevard, Suite 800

Los Angeles, CA 90025

(818) 884-3737 

 

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

 

March 9, 2022

(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. ☒

 

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.

 

 

 

CUSIP No. 52110H100

 

1		NAME OF REPORTING PERSONS B. Riley Financial, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS  AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 1,069,665
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 1,069,665

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,069,665
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%*
14.		TYPE OF REPORTING PERSON HC

 

*	Percent of class is based on 12,410,347 shares of common stock, par value $0.0001 (the “Common Stock”), of Lazydays Holdings, Inc. (the “Issuer”) outstanding as reported by the Issuer in its Form S-1 filed with the Securities and Exchange Commission on November 23, 2021 (the “S-1”).

 

 

CUSIP No. 52110H100

 

1		NAME OF REPORTING PERSONS B. Riley Securities, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 370,874
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 370,874

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 370,874
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%*
14.		TYPE OF REPORTING PERSON BD

 

*	Percent of class is based on 12,410,347 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the S-1.

 

 

CUSIP No. 52110H100

 

1		NAME OF REPORTING PERSONS BRF Investments, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 698,791
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 698,791

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 698,791
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%*
14.		TYPE OF REPORTING PERSON OO

 

*	Percent of class is based on 12,410,347 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the S-1.

 

 

CUSIP No. 52110H100

 

1		NAME OF REPORTING PERSONS Bryant R. Riley
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF, AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 1,069,665
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 1,069,665

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,069,665
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%*
14.		TYPE OF REPORTING PERSON IN

 

*	Percent of class is based on 12,410,347 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the S-1.

 

 

 

ITEM 1. SECURITY AND ISSUER

  

This statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Lazydays Holdings, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 250 W 57th Street, Suite 2223, New York, NY, 10107.

 

ITEM 2. IDENTITY AND BACKGROUND

  

This Schedule 13D is being filed by the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

 

(1)

B. Riley Financial, Inc. (“BRF”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRF is serving as a holding company. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and the citizenship of the executive officers and directors of BRF. To the best of BRF’s knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement, or understanding required to be disclosed herein.

 

	(2)	B. Riley Securities, Inc. (“BRS”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRS is serving as a broker dealer.
	(3)	BRF Investments, LLC (“BRFI”) is a Delaware limited liability company with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRFI is investing in securities.
	(4)	The address of the business office of Bryant R. Riley is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. Bryant R. Riley, an individual, is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF.

 

During the last five years, none of the Reporting Persons nor any person listed on Schedule A have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

	(1)	The aggregate purchase price of the 370,874 shares of Common Stock beneficially owned by BRS was approximately $6,348,393. The source of funds for acquiring the securities described herein that are directly owned by BRS was the working capital of BRS.
	(2)	The aggregate purchase price of the 698,791 shares of Common Stock beneficially owned by BRFI was approximately $14,382,285. The source of funds for acquiring the securities described herein that are directly owned by BRFI was the working capital of BRFI.

 

 

ITEM 4. PURPOSE OF THE TRANSACTION

 

The Reporting Persons purchased the Common Stock reported hereunder for investment purposes, and such purchases were made in the ordinary course of business of the Reporting Persons. As with their other investments, the Reporting Persons continuously evaluate the Issuer and its businesses, results of operations, and prospects. In light of that evaluation, the Reporting Persons determined that the Issuer was not getting credit for its ability to grow and that the Issuer would be more successful with its growth initiatives as a private company without the focus on short term results. To that end, on March 9, 2022, BRF sent a non-binding letter (the “Letter”) to the Issuer outlining the principal terms on which BRF would be willing to acquire the Issuer, and is filing this Schedule 13D. The Reporting Persons intend to engage in discussions with the Issuer, its representatives, and other stakeholders concerning the Letter and the proposal contained therein and to enter into negotiations with the Issuer with respect thereto. There can be no certainty those discussions will occur or, if they do, regarding the outcome of those discussions.

 

While BRF and the other Reporting Persons intend to pursue the proposal described in the Letter, in connection with their investment in the Issuer, the Reporting Persons may, subject to applicable law and regulation, further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will continue to closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, and whether in connection with the Letter or otherwise, the Reporting Persons may discuss such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) consummating the transaction contemplated by the Letter; (2) modifying their ownership of the Common Stock; (3) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (4) proposing changes in the Issuer’s operations, governance or capitalization; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) subject to applicable law and regulation, acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

 

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

  

(a) – (b)

 

1.

As of the date hereof, BRS beneficially owned directly 370,874 shares of Common Stock, representing 3.0% of the Issuer’s Common Stock. BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the shares of Common Stock held by BRS.

 

2.

As of the date hereof, BRFI beneficially owned directly 698,791 shares of Common Stock, representing 5.6% of the Issuer’s Common Stock. BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the shares of Common Stock held by BRS.

 

3.

As of the date hereof, Bryant R. Riley may beneficially own 1,069,665 shares of Common Stock, representing 8.6% of the Issuer’s Common Stock outstanding and held directly by BRS or BRFI in the manner specified in the paragraphs above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS and BRFI except to the extent of his pecuniary interest therein.

 

(c) Except for the transactions described in Item 4 and Schedule B of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving the common stock of the Issuer.

 

(d) None.

 

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Not applicable.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit No.		Description
1*		Joint Filing Agreement by and among the Reporting Persons.
2*		Letter of Intent, dated March 9, 2022, sent from BRF to Lazydays Holdings, Inc.

 

*

Filed herewith.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 10, 2022

 

B. RILEY FINANCIAL, INC.
/s/ Bryant Riley
Name:	Bryant Riley
Title:	Co-Chief Executive Officer

   

B. RILEY SECURITIES, INC.
/s/ Andrew Moore
Name:	Andrew Moore
Title:	Chief Executive Officer
BRF INVESTMENTS, LLC
/s/ Phillip Ahn
Name:	Phillip Ahn
Title:	Authorized Signatory
/s/ Bryant R. Riley
Name:	Bryant R. Riley

 

 

SCHEDULE A

 

Executive Officers and Directors of B. Riley Financial, Inc.

 

Name and Position		Present Principal Occupation		Business Address		Citizenship
Bryant R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer		Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc.		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Thomas J. Kelleher Co-Chief Executive Officer and Director		Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Phillip J. Ahn Chief Financial Officer and Chief Operating Officer		Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc.		30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362		United States
Kenneth Young President		President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Alan N. Forman Executive Vice President, General Counsel and Secretary		Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc.		299 Park Avenue, 21st Floor New York, NY 10171		United States
Howard E. Weitzman Senior Vice President and Chief Accounting Officer		Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc.		30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362		United States
Robert L. Antin Director		Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Tammy Brandt Director		Chief Legal Officer, Head of Business and Legal Affairs at FaZe Clan Inc.; a leading gaming, lifestyle, and media platform		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Robert D’Agostino Director		President of Q-mation, Inc., a supplier of software solutions		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Renée E. LaBran Director		Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Randall E. Paulson Director		Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Michael J. Sheldon Director		Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Mimi Walters Director		U.S. Representative from California’s 45th Congressional District – Retired		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Mikel Williams Director		Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States

 

 

SCHEDULE B

 

Transactions within the Past 60 Days

  

Trade Date		Transaction		Amount of Securities				Price				Reporting Person
1/12/2022		Purchase			8,642			$	18.4891			B. Riley Securities, Inc.
1/14/2022		Purchase			7,821			$	18.25			B. Riley Securities, Inc.
1/18/2022		Purchase			27,976			$	18.0571			B. Riley Securities, Inc.
1/19/2022		Purchase			28,502			$	17.8116			B. Riley Securities, Inc.
1/20/2022		Purchase			33,825			$	17.5542			B. Riley Securities, Inc.
1/21/2022		Purchase			20,502			$	17.0963			B. Riley Securities, Inc.
1/24/2022		Purchase			16,543			$	16.741			B. Riley Securities, Inc.
1/27/2022		Purchase			10,000			$	16.50			B. Riley Securities, Inc.
1/28/2022		Purchase			3,800			$	15.60			B. Riley Securities, Inc.
2/2/2022		Purchase			10,000			$	16.0934			B. Riley Securities, Inc.
2/3/2022		Purchase			27,600			$	15.894			B. Riley Securities, Inc.
2/22/2022		Purchase			25,763			$	16.9527			B. Riley Securities, Inc.
2/23/2022		Purchase			44,237			$	16.4672			B. Riley Securities, Inc.
2/24/2022		Purchase			20,015			$	15.6999			B. Riley Securities, Inc.
2/25/2022		Purchase			59,044			$	17.2542			B. Riley Securities, Inc.
3/1/2022		Purchase			13,355			$	18.4579			B. Riley Securities, Inc.
3/2/2022		Purchase			11,740			$	18.50			B. Riley Securities, Inc.
3/8/2022		Purchase			1,509			$	17.25			B. Riley Securities, Inc.

 

 

10