Filing Details

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. 538031

 

1	NAMES OF REPORTING PERSONS
	I.R.S. Identification No. of Above Persons (entities only)   William Brendan Fallis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	[X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			12,503,027
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			12,503,027
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,503,027
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.79%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	I.R.S. Identification No. of Above Persons (entities only)   Todd Allen Daniels
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	[X]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			12,503,027
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			12,503,027
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,503,027
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.79%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

This Schedule 13D relates to shares of the common stock, $.001 par value per share (the “Common Stock”), of Live Current Media Inc., a Nevada corporation (the “Issuer”). The address of the principal executive office of the Issuer is 50 West Liberty Street, Suite 880, Reno, Nevada 89501. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.

This statement is being filed jointly by Leawood VC Fund I LP (“Fund I” or "Reporting Person"), and Leawood VC Holdings I LLC (“General Partner”), Leawood Venture Capital LLC (“Manager”), Karl Bernhard Gemperli, William Brendan Fallis, Todd Allen Daniels and Patrick Ryan (collectively, the “Partners and Controlling Persons”).

Fund I is an investment fund and is a Kansas limited partnership.   General Partner is a special purpose entity with the sole purpose to act as the general partner of Fund I.   General Partner has delegated management responsibilities with respect to Fund I to Manager.  Manager is the manager of Fund I and other affiliated funds.  Mr. Gemperli, Mr. Fallis, Mr. Daniels and Dr. Ryan are members and managers of Manager.

Set forth on Schedule I hereto are the (i) name, (ii) business address, (iii) present principal occupation or employment and (iv) citizenship of all of the directors and executive officers or persons holding equivalent positions of the Reporting Persons (collectively, the “Scheduled Persons”, and each a “Scheduled Person”).

The principal business and office address of each of the Reporting Persons is c/o Leawood VC Fund I LP, 4000 West 114^th Street, Suite 170, Leawood, KS 66211.  Schedule I hereto sets forth the principal business address of each Scheduled Person.

During the last five years, none of the Reporting Persons, nor to the best of their knowledge, any Scheduled Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons, nor to the best of their knowledge, any Scheduled Person, has been 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 violations with respect to such laws.

Fund I, General Partner and Manager are organized under the laws of the State of Kansas.  Messrs. Gemperli, Fallis and Daniels and Dr. Ryan are citizens of the United States of America.   Schedule I hereto sets forth the principal business address of each Scheduled Person.

On April 22, 2022, Evasyst Inc, a portfolio company of Fund I (“Evasyst”), completed a merger with a wholly owned subsidiary of Issuer formed for the purpose of completing such merger (the “Merger”).  In connection with the Merger, existing shares in Evasyst were converted into a right to receive shares of Issuer.  The shares are directly held by the Fund I as a result of such Merger.

All of the securities reported herein were acquired for investment purposes. The Reporting Person intends to review on a continuing basis its investment in the Issuer. Based on such review, the Reporting Person may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of the Issuer’s business, financial condition and operating results, general market and industry conditions or other factors.

Except as set forth herein, the Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the matters set forth under subsections (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to propose or participate in future transactions which may result in one or more of such actions. The Reporting Person also retains the right to change its investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them in any manner permitted by law.

The information provided or incorporated by reference in Item 3 is hereby incorporated by reference herein.

(a) and (b)

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 12,503,027 shares of Common Stock of the Issuer.

(i)  Leawood VC Fund I, LP directly owns and has shared voting and dispositive power over 12,503,027 shares of Common Stock of the Issuer, representing 7.79% of the outstanding shares of Common Stock of the Issuer.

(ii) Leawood VC Holdings I LLC, by virtue of its status as the general partner of Leawood VC Fund I, LP, has shared voting and dispositive power over 12,503,027 shares of Common Stock of the Issuer, representing 7.79% of the outstanding shares of Common Stock of the Issuer.

(iii) Leawood Venture Capital LLC, by virtue as its status of manager of Leawood VC Fund I, LP, has shared voting and dispositive power over 12,503,027 shares of Common Stock of the Issuer, representing 7.79% of the outstanding shares of Common Stock of the Issuer.

(iv) Each of Messrs. Gemperli, Fallis, and Daniels, by virtue as a founding partner or managing partner, as applicable, of Leawood Venture Capital LLC, and Dr. Ryan and Messrs. Gemperli and Fallis, by virtue as a manager of Leawood VC Holdings I LLC, has shared voting and dispositive power over 12,503,027 shares of Common Stock of the Issuer, representing 7.79% of the outstanding shares of Common Stock of the Issuer.

Applicable percentage of ownership is based on 160,559,027 shares of common stock outstanding as of May 2, 2022 plus any securities held by such security holder exercisable for or convertible into common shares within sixty (60) days after the date of this Report, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.

The aggregate number and percentage of the shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

1. Joint Filing Agreement, dated May 4, 2022, by and among the Reporting Persons.

 

 

 

Date:  May 4, 2022	LEAWOOD VENTURE CAPITAL LLC
	By:	/s/ Todd A. Daniels
		Name:  Todd A. Daniels
		Title:    Manager

 

Leawood VC Holdings I LLC

 

Leawood Venture Capital LLC