Filing Details
- Accession Number:
- 0001655238-25-000004
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-23 20:00:00
- Filed By:
- GOLISANO B THOMAS
- Company:
- Twinlab Consolidated Holdings Inc. (OTCBB:TLCC)
- Filing Date:
- 2025-04-24
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| GOLISANO B THOMAS | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Akretive Holdings LLC | 90,255,084 | 9 | 90,255,084 | 0 | 90,255,084 | 34.8% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
TWINLAB CONSOLIDATED HOLDINGS, INC. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
901773101 (CUSIP Number) |
B. Thomas Golisano c/o Grand Oaks Capital, 7632 Couty Road 42 Victor, NY, 14564 585-340-1200 Mr. Patrick E. Ogle c/o Akretive LLC, PO Box 1447 Franklin, NY, 37065 479-651-5027 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/22/2025 (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 (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 901773101 |
| 1 |
Name of reporting person
GOLISANO B THOMAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 901773101 |
| 1 |
Name of reporting person
Akretive Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
90,255,084.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
TWINLAB CONSOLIDATED HOLDINGS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
4800 T-REX AVENUE, 4800 T-REX AVENUE, BOCA RATON,
NEW YORK
, 33431. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D/A is being filed jointly by:
(i) B. Thomas Golisano
(ii) Akretive Holdings, LLC
(together, 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. |
| (b) | The address of the business office of each of the Reporting Persons is as follows:
(i) B. Thomas Golisano, c/o Grand Oaks Capital, 7632 County Road 42, Victor, NY 14564
(ii) Akretive Holdngs, LLC c/o Akretive LLC, P.O. Box 1447, Franklin, TN 37065 |
| (c) | The principal business of: (i) B. Thomas Golisano is, an individual, who prior to the transactions reported was the sole member of Akretive Holdings, LLC (f/k/a Golisano Holdings, LLC; and (ii) Akretive Holdings, LLC, a New York limited liability company, is to engage in any and all lawful purposes. |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Persons have not, during the last five years, 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 violation with respect to such laws. |
| (f) | B. Thomas Golisano is a citizen of the United States
Akretive Holdings, LLC is organized as a limited liability company under the laws of the State of New York. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Funds for the purchase of the Membership Interest were derived from working capital. | |
| Item 4. | Purpose of Transaction |
On April 22, 2025, BTG Holdings and Akretive LLC entered into a Membership Interest Purchase and Sale Agreement, pursuant to which, on the terms and subject to the conditions set forth therein, BTG Holdings agreed to sell to Akretive LLC, and Akretive LLC agreed to purchase from BTG Holdings, 100% of the membership interest in Akretive Holdings for aggregate consideration of $10.00. In connection with the closing of the transaction contemplated by the Purchase Agreement, Akretive Holdings and the entities owned and controlled by David Van Andel, (including Little Harbor, LLC, Great Harbor Capital, LLC and the David L. Van Andel Trust U/A dated November 30, 1993) terminated all agreement between them, including a Voting Agreement dated October 5, 2015. The closing of the transactions contemplated by the Purchase Agreement closed on April 22, 2025. As part of the closing, Mr. Golisano and Akretive Holdings terminated their Joint Filing Agreement dated October 5, 2015, with respect to the filing of the Statement on Schedule 13D for the Company Common Stock. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as an exhibit to this Schedule 13D and incorporated by reference herein. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See the Reporting Persons section of this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 259,092,833 shares outstanding as of July 30, 2024, as reflected in the Company's Form 10-Q filed on August 1, 2024, for the fiscal quarter ended June 30, 2024. |
| (b) | See the Reporting Persons section of this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | The information set forth in Item 4 of the Schedule 13D is incorporated herein by reference. Except as disclosed herein, the Reporting Person has not effected any transaction in the shares of Common Stock during the last 60 days. As a result of the transactions reported in this Schedule 13D, Mr. Golisano and BTG Holdings ceased to be the beneficial owners of more than five percent of the Company Common Stock and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act. |
| (e) | As of April 22, 2025, B. Thomas Golisano and BTG Holdings ceased to be a beneficial owner of more than five percent of the outstanding shares of the Company Common Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended by adding the following:
Item 4 summarizes certain provisions of the Purchase Agreement and is incorporated herein by reference. A copy of the Purchase Agreement is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
In connection with the closing of the transactions contemplated by the Purchase Agreement, the Reporting Person and Mr. Golisano terminated, effective as of April 22, 2025, the Joint Filing Agreement, dated October 15, 2015, between them pursuant to a Termination Agreement dated April 22, 2025. A copy of the Termination Agreement is attached hereto as Exhibit B and is incorporated herein by reference.
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| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Membership Interest Purchase and Sale Agreement dated as of April 22, 2025 by and between Golisano Holdings, LLC and Akretive LLC
Exhibit 2 - Termination Agreement, dated April 22, 2025, between B. Thomas Golisano and Akretive Holdings, LLC |
| 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.
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