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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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NAPLES SOAP COMPANY, INC. (Name of Issuer) |
COMMON STOCK, Par Value $.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Roger S. Passarella, 2920 West Gulf Drive,, Sanibel, FL, 33957 732-895-4188 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/04/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Roger Passarella Revocable Trust | ||||||||
| 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)
OO | ||||||||
| 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
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
85,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.78 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Austin Lehman | ||||||||
| 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)
OO | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
13,450.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.60 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Avery Lehman | ||||||||
| 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)
OO | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
13,417.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.60 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Clare Passarella Trust | ||||||||
| 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)
OO | ||||||||
| 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
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,985.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.09 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Susan Passarella | ||||||||
| 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)
PF | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
279.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Roger S. Passarella | ||||||||
| 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)
PF | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
114,231.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.08 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
COMMON STOCK, Par Value $.001 per share |
| (b) | Name of Issuer:
NAPLES SOAP COMPANY, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
14601 Jetport Loop Suite 180,, Fort Myers,
FLORIDA
, 33913. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed jointly by Roger S. Passarella, the Roger Passarella Revocable Trust, Austin Lehman, Avery Lehman, the Clare Passarella Trust, and Susan Passarella (collectively, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons is a member of a "group" within the meaning of Section 13(d)(3) of the Exchange Act. |
| (b) | The business address or residence address of each Reporting Person is as follows:
Roger S. Passarella -- 2920 West Gulf Drive, Sanibel, Florida 33957
Roger Passarella Revocable Trust -- 2920 West Gulf Drive, Sanibel, Florida 33957
Austin Lehman -- 1904 Crabtree Lane, Wall Township, New Jersey 09719
Avery Lehman -- 1904 Crabtree Lane, Wall Township, New Jersey 09719
Clare Passarella Trust -- 2920 West Gulf Drive, Sanibel, Florida 33957
Susan Passarella -- 1904 Crabtree Lane, Wall Township, New Jersey 09719 |
| (c) | The principal occupation or employment and name of each organization in which such employment is conducted for each Reporting Person is as follows:
Roger S. Passarella -- Retired
Roger Passarella Revocable Trust -- Revocable trust organized under the laws of Florida; the trustee with voting and dispositive power is Roger S. Passarella.
Austin Lehman -- Minor child. Susan Passarella is the mother of Austin Lehman.
Avery Lehman -- Minor child. Susan Passarella is the mother of Avery Lehman.
Clare Passarella Trust -- Trust established for the benefit of the estate of Roger S. Passarella's deceased wife, organized under the laws of Florida; the trustee with voting and dispositive power is Roger S. Passarella.
Susan Passarella -- OB/GYN Doctor |
| (d) | During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past 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 which was 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. |
| (f) | Roger S. Passarella, Susan Passarella, Austin Lehman, and Avery Lehman are citizens of the United States of America. The Roger Passarella Revocable Trust was organized under the laws of Florida. The Clare Passarella Trust was organized under the laws of Florida. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common Stock held by the Roger Passarella Revocable Trust were acquired using personal funds contributed to the Trust by Roger S. Passarella in open market transactions. The aggregate purchase price for the 85,100 shares of Common Stock held by the Roger Passarella Revocable Trust was approximately $82,000.
The shares of Common Stock held by each of Austin Lehman, Avery Lehman, and the Clare Passarella Trust were acquired using trust funds in open market transactions. The shares of Common Stock held by Susan Passarella were acquired using personal funds in open market transactions. The aggregate purchase price for the 13,450 shares of Common Stock held by Austin Lehman was approximately $19,310. The aggregate purchase price for the 13,417 shares of Common Stock held by Avery Lehman was approximately $18,935. The aggregate purchase price for the 1,985 shares of Common Stock held by the Clare Passarella Trust was approximately $4,760. The aggregate purchase price for the 279 shares of Common Stock held by Susan Passarella was approximately $400. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes. The Reporting Persons believe that the shares represent an attractive investment opportunity.
The Reporting Persons may, from time to time and depending upon market conditions, the business and financial condition of the Issuer, and other factors, acquire additional shares of Common Stock, dispose of all or a portion of the shares of Common Stock beneficially owned by the Reporting Persons, or engage in any combination thereof, in each case in the open market, in privately negotiated transactions, or otherwise.
The Reporting Persons may engage in discussions with management, the Board of Directors, other shareholders, or third parties regarding the business, operations, governance, management, strategy, or future direction of the Issuer, including discussions regarding the Reporting Persons or their affiliates becoming members of the Issuer's Board of Directors.
The Reporting Persons reserve the right to change their plans at any time depending upon market conditions, the business and financial condition of the Issuer, availability of shares at prices that would make the purchase or sale of shares desirable, actions taken by the Board of Directors of the Issuer, and other factors, including general economic and stock market conditions. The Reporting Persons may formulate other plans or proposals to the extent deemed advisable or take other actions with respect to their investment in the Issuer.
Except as set forth above, the Reporting Persons have no present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The following sets forth information regarding the beneficial ownership of Common Stock by each Reporting Person as of the date hereof, based on 2,248,752 shares of Common Stock outstanding:
Roger Passarella Revocable Trust: 85,100 shares (approximately 3.78%)
Austin Lehman: 13,450 shares (approximately 0.60%)
Clare Passarella Trust: 1,985 shares (approximately 0.09%)
Susan Passarella: 279 shares (approximately 0.01%)
Roger S. Passarella may be deemed the beneficial owner of up to 114,231 shares of Common Stock (approximately 5.08%) by virtue of his control of the Roger Passarella Revocable Trust (of which he is trustee), the Clare Passarella Trust (of which he is trustee) and his family relationships with the other Reporting Persons.
The aggregate percentage beneficially owned by the Reporting Persons is calculated based on 2,248,752 shares of Common Stock outstanding. |
| (b) | By virtue of his control of the Roger Passarella Revocable Trust (of which he is trustee), the Clare Passarella Trust (of which he is trustee), and his family relationships with the other Reporting Persons, Roger S. Passarella may be deemed to share the power to (i) vote or direct the voting and (ii) dispose or direct the disposition of the securities held by the Reporting Persons. |
| (c) | Except as set forth below, none of the Reporting Persons has effected any transactions in the shares of Common Stock during the past sixty (60) days. The following transactions were effected in the open market:
Since June 10, 2026, the Roger Passarella Revocable Trust purchased an aggregate of 8,000 shares of Common Stock in the following transactions: (i) 2,000 shares on June 10, 2026 at a purchase price of $1.78 per share; (ii) 1,000 shares on June 10, 2026 at a purchase price of $2.01 per share; (iii) 1,000 shares on June 11, 2026 at a purchase price of $1.85 per share; (iv) 2,000 shares on June 15, 2026 at a purchase price of $1.82 per share; (v) 1,000 shares on June 16, 2026 at a purchase price of $1.81 per share; (vi) 500 shares on June 16, 2026 at a purchase price of $1.93 per share; and (vii) 500 shares on June 17, 2026 at a purchase price of $2.00 per share.
Since June 10, 2026, the Clare Passarella Trust purchased an aggregate of 1,985 shares of Common Stock in the following transactions: (i) 405 shares on June 11, 2026 at a purchase price of $1.82 per share; (ii) 500 shares on June 15, 2026 at a purchase price of $1.94 per share; (iii) 380 shares on June 23, 2026 at a purchase price of $2.44 per share; (iv) 300 shares on June 29, 2026 at a purchase price of $2.90 per share; (v) 100 shares on July 1, 2026 at a purchase price of $2.94 per share; and (vi) 300 shares on July 6, 2026 at a purchase price of $3.10 per share.
Since June 10, 2026, Susan Passarella purchased 144 shares of Common Stock on June 10, 2026 at a purchase price of $1.99 per share. |
| (d) | No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than the Joint Filing Agreement described in Item 7 and filed as an exhibit hereto (which relates solely to the joint filing of this Schedule 13D pursuant to Rule 13d-1(k)(1) under the Exchange Act and not to the voting or disposition of any securities), there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer. There is no formal agreement among the group members with respect to the voting or disposition of the shares, except that, one or more members of the group may from time to time act in concert regarding the voting or disposition of their shares. | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement dated August 7, 2026 |
| 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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