Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Bollinger Innovations, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
62526P877 (CUSIP Number) |
Jourdan Matthews Skyline Tower 10900 NE 4th Street, Floor 23 Bellevue, WA, 98004 (425) 331-9885 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/10/2025 (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. | 62526P877 |
| 1 |
Name of reporting person
Winvest Investment Fund Management Corp. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| 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)
CO |
SCHEDULE 13D
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| CUSIP No. | 62526P877 |
| 1 |
Name of reporting person
Mr. Jourdan Matthews | ||||||||
| 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
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| 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
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Bollinger Innovations, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1405 Pioneer Street, Brea,
CALIFORNIA
, 92821. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by The Winvest Investment Fund Management Corp. ("Winvest") and Mr. Jourdan Matthews ("Mr. Matthews," and collectively with Winvest, the "Reporting Persons"). Mr. Matthews is the sole stockholder, sole director and the Chief Executive Officer of Winvest. Winvest directly owned the Common Stock reported in this Schedule 13D. Mr. Matthews may be deemed to have beneficially owned the Common Stock directly owned by Winvest; Mr. Matthews disclaims beneficial ownership thereof. |
| (b) | The principal business address of the Reporting Persons is Skyline Tower 10900 NE 4th St, Floor 23, Bellevue, WA 98004. |
| (c) | The principal business of Winvest is acting as a private investment vehicle for Mr. Matthews. Mr. Matthew's principal occupation is acting as an investment manager for his own assets. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons 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 violation with respect to such laws. |
| (f) | Winvest is a Delaware corporation and Mr. Matthews is a United States citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The source and amount of funds used by the Reporting Persons in making their purchases of the shares of Common Stock owned by them are set forth below: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Winvest Working Capital $48,601.25 One or more of the Reporting Persons may effect purchases of securities through margin accounts which may extend margin credit to the Reporting Persons as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and brokers' credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. | |
| Item 4. | Purpose of Transaction |
On October 10, 2025, Winvest acquired 80,000 shares of Common Stock in the belief that such securities were an attractive investment and with the intent described in this paragraph. Winvest issued a press release on October 10, 2025 disclosing certain intentions and proposals regarding the Issuer and the Common Stock, including asking the Issuer's CEO to maintain the Issuer's Nasdaq listing, potentially seeking 50% of the outstanding shares of Common Stock and board control via a tender offer at a 55% premium, or potentially seeking a board seat. A copy of such press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Winvest sold its position on October 10, 2025 to mitigate the risk of adverse price movements in the Common Stock. Winvest maintains the intentions and proposals as described in the press release. Except as set forth in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities (including without limitation plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D), to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the end of business on October 10, 2025, being the Event Date of this Schedule 13D, and as of the end of business on October 15, 2025, being the filing date of this Schedule 13D, the Reporting Persons did not beneficially own any shares of Common Stock. Intraday on October 10, 2025, the Reporting Persons beneficially owned as many as 80,000 shares of Common Stock, representing 15.8% of all of the outstanding shares of Common Stock. The forgoing percentage is based on 126,229,870 shares of Common Stock outstanding as of September 18, 2025, which became 504,919 shares outstanding on September 22, 2025 due to a 1-250 reverse stock split, all as reported in the Issuer's Form S-1/A filed with the SEC on September 19, 2025. |
| (b) | Winvest had, and Mr. Matthews may be deemed to have had, the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of the 80,000 shares of Common Stock held by Winvest intraday on October 10, 2025. |
| (c) | No transactions in the Common Stock have been effected by the Reporting Persons in the sixty (60) days prior to the filing date of this Schedule 13D, except for the following transactions effected by Winvest on the open market on October 10, 2025: Type Quantity Price Per Share Buy 4,000 $0.6499 Buy 1,000 $0.6470 Buy 1,000 $0.6668 Buy 1,000 $0.6620 Buy 8,000 $0.6563 Buy 1,000 $0.6409 Buy 1,700 $0.6301 Buy 1,330 $0.6197 Buy 570 $0.6143 Buy 900 $0.6094 Buy 200 $0.5876 Buy 500 $0.5877 Buy 2,000 $0.5980 Buy 900 $0.5893 Buy 162 $0.5975 Buy 838 $0.6000 Buy 1,000 $0.6001 Buy 2,000 $0.6001 Buy 2,100 $0.6000 Buy 2,900 $0.6001 Buy 3,000 $0.5976 Buy 1,000 $0.6001 Buy 1,000 $0.6000 Buy 500 $0.5950 Buy 1,000 $0.5925 Buy 4,108 $0.5930 Buy 658 $0.6070 Buy 842 $0.6071 Buy 2,000 $0.5971 Buy 1,892 $0.5962 Buy 1,000 $0.6134 Buy 2,000 $0.6168 Buy 2,000 $0.6086 Buy 1,000 $0.6090 Buy 1,000 $0.6091 Buy 1,000 $0.6093 Buy 800 $0.6050 Buy 26 $0.6138 Buy 474 $0.6149 Buy 500 $0.6032 Buy 1,000 $0.6035 Buy 1,000 $0.6058 Buy 3,000 $0.5871 Buy 500 $0.5857 Buy 5,000 $0.5801 Buy 600 $0.5755 Buy 2,300 $0.5750 Buy 200 $0.5711 Buy 1,000 $0.5750 Buy 1,000 $0.5750 Buy 1,000 $0.5750 Buy 961 $0.5750 Buy 39 $0.5749 Buy 1,000 $0.5951 Buy 2,500 $0.5701 Sell (5,000) $0.5820 Sell (5,000) $0.5814 Sell (1,441) $0.5820 Sell (1,648) $0.5701 Sell (100) $1.1000 Sell (3,000) $0.8850 Sell (1,500) $0.7355 Sell (200) $0.7182 Sell (400) $0.7163 Sell (319) $0.7244 Sell (8,981) $0.7162 Sell (2,000) $0.7282 Sell (2,675) $0.7429 Sell (1,000) $0.7479 Sell (25) $0.7444 Sell (5,800) $0.7407 Sell (2,000) $0.7000 Sell (1,000) $0.6900 Sell (1,000) $0.7021 Sell (1,000) $0.7100 Sell (2,000) $0.7054 Sell (1,000) $0.7093 Sell (3,000) $0.6583 Sell (2,000) $0.6713 Sell (2,500) $0.6700 Sell (550) $0.6700 Sell (20) $0.6700 Sell (2) $0.6700 Sell (100) $0.6611 Sell (324) $0.6601 Sell (18) $0.6611 Sell (9,536) $0.6600 Sell (1,000) $0.6837 Sell (2,000) $0.6798 Sell (1,000) $0.6750 Sell (100) $0.6752 Sell (24) $0.6788 Sell (876) $0.6750 Sell (1,000) $0.6650 Sell (861) $0.6759 Sell (8,000) $0.7002 |
| (d) | Not applicable. |
| (e) | October 10, 2025 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 - Joint Filing Agreement 99.2 - Press Release Issued on October 10, 2025 |
| 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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