CUSIP No. 76090R101
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Page 1 of 8 Pages
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CUSIP No. 76090R101
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSON
Matthew Nachtrab, Individually and as Trustee of the Matthew Joseph Nachtrab Revocable Trust 2014
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,853
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8
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SHARED VOTING POWER
130,000
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9
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SOLE DISPOSITIVE POWER
3,853
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10
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SHARED DISPOSITIVE POWER
130,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,853 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7% (2)
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14
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TYPE OF REPORTING PERSON
OO
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(1)
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Includes 130,000 shares of Common Stock held by the Matthew Joseph Nachtrab Revocable Trust 2014, of which Matthew Nachtrab is trustee.
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(2)
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Based on 483,529 shares of Common Stock of the Issuer outstanding as of November 10, 2022, as disclosed on the Issuer’s Form 10-Q filed with the SEC on November 14, 2022, as adjusted for the 1-for-50 reverse
stock split completed by the Issuer on December 23, 2022, as disclosed on the Issuer’s Form 8-K filed with the SEC on December 28, 2022.
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CUSIP No. 76090R101
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSON
The Matthew Joseph Nachtrab Revocable Trust 2014
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS
PF
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
130,000
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|||
9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
130,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
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|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9% (1)
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14
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TYPE OF REPORTING PERSON
OO
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(1)
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Based on 483,529 shares of Common Stock of the Issuer outstanding as of November 10, 2022, as disclosed on the Issuer’s Form 10-Q filed with the SEC on November 14, 2022, as adjusted
for the 1-for-50 reverse stock split completed by the Issuer on December 23, 2022, as disclosed on the Issuer’s Form 8-K filed with the SEC on December 28, 2022.
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CUSIP No. 76090R101
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Page 4 of 8 Pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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(a)
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This Schedule 13D is being filed jointly by (1) Matthew Nachtrab (“Nachtrab”); and (2) The Matthew Joseph Nachtrab Revocable Trust 2014 (“Trust”) (collectively, the “Reporting Persons”).
The joint filing agreement of the Reporting Persons is attached hereto as Exhibit 99.2.
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(b)
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The principal business address of the Reporting Persons is 116 Adalia Ave, Tampa, Florida 33606.
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(c)
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The principal occupation of Nachtrab is private investor. The principal business of Trust is to administer the assets of the trust for the benefit of the beneficiaries thereof.
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(d)-(e)
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During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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.
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(f)
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Nachtrab is a citizen of the United States.
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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CUSIP No. 76090R101
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Page 5 of 8 Pages
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Item 5. |
Interest in Securities of the Company
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(a)-(b)
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As of the date of this Schedule 13D, Trust beneficially owns 130,000 shares of Company Common Stock, which represents 26.9% of the Company Common Stock as of the date hereof. Nachtrab is the
sole trustee of Trust, and by virtue of such relationship, Nachtrab is deemed to have shared voting and investment power with respect to the Company Common Stock held by Trust. Individually, Nachtrab holds and has sole voting and
dispositive power over 3,853 shares of Company Common Stock, which represents 0.8% of the Company Common Stock as of the date hereof, and together with the shares held by Trust, Nachtrab beneficially owns 133,853 shares of Company Common
Stock, which represents 27.7% of the Company Common Stock as of the date hereof.
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(c)
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Except as described in this Schedule 13D, there have been no transactions in the shares of Company Common Stock effected by the Reporting Persons during the last 60 days.
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(d)
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To the best knowledge of the Reporting Persons, none of the Reporting Persons has or knows any other person who has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, and Company Common Stock beneficially owned by the Reporting Persons.
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(e)
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Not applicable. |
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit No.
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Description
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99.1
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Letter to CEO, dated February 15, 2023
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99.2
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Joint Filing Agreement
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CUSIP No. 76090R101
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Page 6 of 8 Pages
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THE MATTHEW JOSEPH NACHTRAB REVOCABLE TRUST 2014
By: /s/ Matthew Nachtrab
Matthew Nachtrab, Trustee
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MATTHEW NACHTRAB
By: /s/ Matthew Nachtrab
Matthew Nachtrab |
![](https://www.sec.gov/Archives/edgar/data/0001427570/000089706923000114/image0.jpg)
1.
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Get lean to go big – Please use the $10M raised in the recent offering to help fund the turnaround of
your great weight loss brand and device company. A clear plan needs to be laid out on how to cut costs and capitalize on the current market potential with rapid progress to cash flow break even. The cost structure needs to contemplate
the reality of your current revenue and live within that for your expenses. The business must break the cycle of funding the business with offerings every few years and commit to surviving on cashflow so shareholders can stay invested for the long term.
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2.
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Weight loss Drug Capitalization - The weight loss market is experiencing
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cost media plan can be created to drive the media attention to you. Interviewing medication patients about the drawbacks, weird feelings, odd face, risks of long term effects, and etc., would drive great input into this campaign
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THE MATTHEW JOSEPH NACHTRAB REVOCABLE TRUST 2014
By: /s/ Matthew Nachtrab
Matthew Nachtrab, Trustee
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MATTHEW NACHTRAB
By: /s/ Matthew Nachtrab
Matthew Nachtrab |