| Item 1. | |
| (a) | Name of issuer:
HG Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
2115 E. 7TH STREET, SUITE 101, CHARLOTTE, NORTH CAROLINA, 28204. |
| Item 2. | |
| (a) | Name of person filing:
Solas Capital Management, LLC
Frederick Tucker Golden |
| (b) | Address or principal business office or, if none, residence:
Solas Capital Management, LLC
1063 Post Road, 2nd Floor
Darien, CT 06820
Frederick Tucker Golden
c/o Solas Capital Management, LLC
1063 Post Road, 2nd Floor
Darien, CT 06820 |
| (c) | Citizenship:
Solas Capital Management, LLC - Delaware
Frederick Tucker Golden - United States |
| (d) | Title of class of securities:
Common Stock, par value $.02 per share |
| (e) | CUSIP No.:
42834P207 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Solas Capital Management, LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Solas Capital Management, LLC, which serves as the investment manager to two private funds ("Funds") and as a sub-adviser to another private fund ("Other Fund"), which hold securities for the benefit of their investors, and Mr. Frederick Tucker Golden, as Portfolio Manager of Solas Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds and by the Other Fund. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that any of the Funds are the beneficial owner of any of the securities reported herein.
Solas Capital Management, LLC - 762,727
Frederick Tucker Golden - 762,727 |
| (b) | Percent of class:
Ownership percentage is based on 5,310,768 shares of common stock, par value $0.02, outstanding as of April 21, 2025, as represented by the Issuer in the 8-K filed with the Securities and Exchange Commission on April 23, 2025.
Solas Capital Management, LLC - 14.4%
Frederick Tucker Golden - 14.4% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Solas Capital Management, LLC - 0
Frederick Tucker Golden - 0
|
| | (ii) Shared power to vote or to direct the vote:
Solas Capital Management, LLC - 762,727
Frederick Tucker Golden - 762,727
|
| | (iii) Sole power to dispose or to direct the disposition of:
Solas Capital Management, LLC - 0
Frederick Tucker Golden - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Solas Capital Management, LLC - 762,727
Frederick Tucker Golden - 762,727
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Notes above. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Notes above. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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