SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


UNDER THE SECURITIES EXCHANGE ACT OF 1934
Avenir Wellness Solutions, Inc.
(Name of Issuer)


Common Stock, par value $0.001 per share
(Title of Class of Securities)


23127P104
(CUSIP Number)


11/07/2024
(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)




SCHEDULE 13G
CUSIP No.
23127P104


1 Names of Reporting Persons

Ionic Ventures, LLC
2 Check the appropriate box if a member of a Group (see instructions)

☒  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 8,306,000.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 8,306,000.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

8,306,000.00
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)

9.5 %
12 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: As more fully described in Item 4 of this Statement on Schedule 13G (this ''Schedule 13G''), such shares and percentage are based on 87,231,168 shares of the issuer's common stock, par value $0.001 per share (the ''Common Stock''), outstanding as of the date of this Schedule 13G, which includes the 78,925,168 shares of Common Stock outstanding disclosed in the issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed by the issuer with the U.S. Securities and Exchange Commission on November 19, 2024 (the ''Form 10-Q'') and gives effect to the issuance of an aggregate of 8,306,000 shares of Common Stock to the reporting person subsequent to the date of the Form 10-Q.


SCHEDULE 13G
CUSIP No.
23127P104


1 Names of Reporting Persons

Ionic Management, LLC
2 Check the appropriate box if a member of a Group (see instructions)

☒  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 8,306,000.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 8,306,000.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

8,306,000.00
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)

9.5 %
12 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 87,231,168 shares of Common Stock outstanding as of the date of this Schedule 13G, which includes the 78,925,168 shares of Common Stock outstanding disclosed in the Form 10-Q and gives effect to the issuance of an aggregate of 8,306,000 shares of Common Stock to the reporting person subsequent to the date of the Form 10-Q.


SCHEDULE 13G
CUSIP No.
23127P104


1 Names of Reporting Persons

Brendan O'Neil
2 Check the appropriate box if a member of a Group (see instructions)

☒  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 8,306,000.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 8,306,000.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

8,306,000.00
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)

9.5 %
12 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 87,231,168 shares of Common Stock outstanding as of the date of this Schedule 13G, which includes the 78,925,168 shares of Common Stock outstanding disclosed in the Form 10-Q and gives effect to the issuance of an aggregate of 8,306,000 shares of Common Stock to the reporting person subsequent to the date of the Form 10-Q.


SCHEDULE 13G
CUSIP No.
23127P104


1 Names of Reporting Persons

Keith Coulston
2 Check the appropriate box if a member of a Group (see instructions)

☒  (a)
☐  (b)
3SEC Use Only
4 Citizenship or Place of Organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5 Sole Voting Power: 0.00
6 Shared Voting Power: 8,306,000.00
7 Sole Dispositive Power: 0.00
8 Shared Dispositive Power: 8,306,000.00
9 Aggregate Amount Beneficially Owned by Each Reporting Person

8,306,000.00
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)

9.5 %
12 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 87,231,168 shares of Common Stock outstanding as of the date of this Schedule 13G, which includes the 78,925,168 shares of Common Stock outstanding disclosed in the Form 10-Q and gives effect to the issuance of an aggregate of 8,306,000 shares of Common Stock to the reporting person subsequent to the date of the Form 10-Q.



SCHEDULE 13G

Item 1. 
(a) Name of issuer:

Avenir Wellness Solutions, Inc.
(b) Address of issuer's principal executive offices:

15233 Ventura Blvd., Suite 420, Sherman Oaks, CA 91403
Item 2. 
(a) Name of person filing:

(i) Ionic Ventures LLC, a California limited liability company ("Ionic"); (ii) Ionic Management, LLC, a Delaware limited liability company ("Ionic Management"); (iii) Brendan O'Neil ("Mr. O'Neil"); and (iv) Keith Coulston ("Mr. Coulston"). The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Statement on Schedule 13G (this ''Schedule 13G''), pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of common stock, par value $0.001 per share, of the issuer (the "Common Stock") reported herein.
(b) Address or principal business office or, if none, residence:

The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256, San Francisco, CA 94123.
(c) Citizenship:

Ionic is a limited liability company organized under the laws of the State of California. Ionic Management is a limited liability company organized under the laws of the State of Delaware. Each of Mr. O'Neil and Mr. Coulston is a citizen of the United States.
(d) Title of class of securities:

Common Stock, par value $0.001 per share
(e) CUSIP No.:

23127P104
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);
(h)☐   A savings associations 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 of 1940 (15 U.S.C. 80a-3);
(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).
 
Item 4.Ownership
(a) Amount beneficially owned:

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 87,231,168 shares of Common Stock outstanding as of the date of this Schedule 13G, which includes the 78,925,168 shares of Common Stock outstanding as of November 19, 2024, as set forth in the issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed by the issuer with the U.S. Securities and Exchange Commission on November 19, 2024 (the "Form 10-Q"), and gives effect to the issuance of an aggregate of 8,306,000 shares of Common Stock to Ionic subsequent to the date of the Form 10-Q. Ionic is the beneficial owner of 8,306,000 shares of Common Stock (the "Shares"). Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its manager, Ionic Management. Each of the managers of Ionic Management, Mr. O'Neil and Mr. Coulston, has shared power to vote and/or dispose of the Shares beneficially owned by Ionic and Ionic Management. Neither Mr. O'Neil nor Mr. Coulston directly owns the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O'Neil and Mr. Coulston may be deemed to beneficially own the Shares which are beneficially owned by each of Ionic and Ionic Management, and Ionic Management may be deemed to beneficially own the Shares which are beneficially owned by Ionic.
(b) Percent of class:

9.5  %
(c) Number of shares as to which the person has:
  (i) Sole power to vote or to direct the vote:

(i) Ionic: 0.00 (ii) Ionic Management: 0.00 (iii) Mr. O'Neil: 0.00 (iv) Mr. Coulston: 0.00

  (ii) Shared power to vote or to direct the vote:

(i) Ionic: 8,306,000.00 (ii) Ionic Management: 8,306,000.00 (iii) Mr. O'Neil: 8,306,000.00 (iv) Mr. Coulston: 8,306,000.00

  (iii) Sole power to dispose or to direct the disposition of:

(i) Ionic: 0.00 (ii) Ionic Management: 0.00 (iii) Mr. O'Neil: 0.00 (iv) Mr. Coulston: 0.00

  (iv) Shared power to dispose or to direct the disposition of:

(i) Ionic: 8,306,000.00 (ii) Ionic Management: 8,306,000.00 (iii) Mr. O'Neil: 8,306,000.00 (iv) Mr. Coulston: 8,306,000.00

Item 5.Ownership of 5 Percent or Less of a Class.
 
Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
 
Not Applicable
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable
Item 8.Identification and Classification of Members of the Group.
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.


See Exhibit 1 filed herewith.
Item 9.Notice of Dissolution of Group.
 
Not Applicable

Item 10.Certifications:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

    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.

 
Ionic Ventures, LLC
 Signature:/s/ Ionic Ventures, LLC
 Name/Title:Keith Coulston, Manager of Ionic Management, LLC, Manager of Ionic Ventures, LLC
 Date:01/10/2025
 
Ionic Management, LLC
 Signature:/s/ Ionic Management, LLC
 Name/Title:Keith Coulston, Manager
 Date:01/10/2025
 
Brendan O'Neil
 Signature:/s/ Brendan O'Neil
 Name/Title:Brendan O'Neil
 Date:01/10/2025
 
Keith Coulston
 Signature:/s/ Keith Coulston
 Name/Title:Keith Coulston
 Date:01/10/2025
Exhibit Information: See Exhibit 1 filed herewith.

EXHIBIT 1

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

 

Date: January 10, 2025 IONIC VENTURES, LLC
   
  By: Ionic Management, LLC,
    its Manager
   
  By: /s/ Keith Coulston
    Name: Keith Coulston
    Title: Manager
   
  IONIC MANAGEMENT, LLC
   
  By: /s/ Keith Coulston
    Name: Keith Coulston
    Title: Manager
     
  /s/ Brendan O’Neil
  Brendan O’Neil
     
  /s/ Keith Coulston
  Keith Coulston