SEC Form SC 13G/A filed by Fresh Vine Wine Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 1)*
Fresh Vine Wine, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
35804X 101
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 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. 35804X 101 | 13G | Page 2 |
| 1 | NAME OF REPORTING PERSONS
Nechio & Novak, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐ (b) ☐
|
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
0 |
|
| 7 | SOLE DISPOSITIVE POWER
0 |
|
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited liability company) | |
| CUSIP No. 35804X 101 | 13G | Page 3 |
Item 1(a). Name of Issuer:
Fresh Vine Wine, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
505 Highway 169 North, Suite 255, Plymouth, MN 55441
Item 2(a). Name of Person Filing:
Nechio & Novak, LLC, a Texas limited liability company (“Nechio & Novak”)
Item 2(b). Address of Principal Business Office, or if none, Residence:
The principal office and place of business for Nechio & Novak is 10440 N. Central Expressway, Suite 1400, Dallas, TX 75231.
Item 2(c). Citizenship:
Nechio & Novak is a Texas limited liability company.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e). CUSIP Number:
35804X 101
Item 3. If This Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| CUSIP No. 35804X 101 | 13G | Page 4 |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 0 shares |
| (b) | percent of class: 0.0% |
(Percent of class is based upon 12,732,257 shares outstanding as of November 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, filed on November 14, 2022.)
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 shares |
| (ii) | shared power to vote or to direct the vote: 0 shares |
| (iii) | sole power to dispose or to direct the disposition of: 0 shares |
| (iv) | shared power to dispose or to direct the disposition of: 0 shares |
| CUSIP No. 35804X 101 | 13G | Page 5 |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to the beneficial owner of more than 5 percent of the class of securities, check the following: |
☒ |
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
(a) Not applicable
(b) Not applicable
(c) Not applicable
| CUSIP No. 35804X 101 | 13G | Page 6 |
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.
Dated: February 14, 2023
| NECHIO & NOVAK, LLC. | ||
| By: | /s/ Damian Novak | |
| Damian Novak, Manager | ||