(Amendment No. 1)1
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).
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1 |
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NAME OF REPORTING PERSON |
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Bigger Capital Fund, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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14,500,000 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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0 |
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10 |
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SHARED DISPOSITIVE POWER |
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14,500,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,500,000* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.9%* |
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TYPE OF REPORTING PERSON |
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PN |
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* Does not consist of (i) shares of the Issuer’s
Common Stock, par value $0.00001 per share (the “Common Stock”), issuable upon the conversion of the 12.5% Original Issue
Discount Senior Secured Convertible Debentures (the “Debentures”) because the Debentures are subject to a 4.99% blocker and
(ii) shares of Common Stock issuable upon the exercise of warrants (“Warrants”) because the Warrants are not exercisable within
60 days.
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1 |
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NAME OF REPORTING PERSON |
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Bigger Capital Fund GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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14,500,000 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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0 |
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10 |
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SHARED DISPOSITIVE POWER |
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14,500,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,500,000* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.9%* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* Does not consist of (i) shares of Common Stock issuable
upon the conversion of the Debentures because the Debentures are subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon
the exercise of Warrants because the Warrants are not exercisable within 60 days.
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1 |
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NAME OF REPORTING PERSON |
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District 2 Capital Fund LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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3,054,250 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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0 |
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10 |
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SHARED DISPOSITIVE POWER |
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3,054,250 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,054,250* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than one percent* |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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* Does not consist of (i) shares of Common Stock issuable
upon the conversion of the Debentures because the Debentures are subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon
the exercise of Warrants because the Warrants are not exercisable within 60 days.
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1 |
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NAME OF REPORTING PERSON |
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District 2 Capital LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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3,054,250 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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0 |
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10 |
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SHARED DISPOSITIVE POWER |
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3,054,250 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,054,250* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than one percent* |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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* Does not consist of (i) shares of Common Stock issuable
upon the conversion of the Debentures because the Debentures are subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon
the exercise of Warrants because the Warrants are not exercisable within 60 days.
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1 |
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NAME OF REPORTING PERSON |
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District 2 GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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3,054,250 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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0 |
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10 |
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SHARED DISPOSITIVE POWER |
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3,054,250 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,054,250* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than one percent* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* Does not consist of (i) shares of Common Stock issuable
upon the conversion of the Debentures because the Debentures are subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon
the exercise of Warrants because the Warrants are not exercisable within 60 days.
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1 |
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NAME OF REPORTING PERSON |
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District 2 Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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0 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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3,054,250 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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0 |
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10 |
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SHARED DISPOSITIVE POWER |
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3,054,250 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,054,250* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than one percent* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* Does not consist of (i) shares of Common Stock issuable
upon the conversion of the Debentures because the Debentures are subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon
the exercise of Warrants because the Warrants are not exercisable within 60 days.
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1 |
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NAME OF REPORTING PERSON |
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Michael Bigger |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF, PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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938,211 |
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OWNED BY |
|
8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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17,554,250 |
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PERSON WITH |
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9 |
|
SOLE DISPOSITIVE POWER |
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938,211 |
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10 |
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SHARED DISPOSITIVE POWER |
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17,554,250 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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18,492,461* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.7%* |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
|
* Consists of (i) 14,500,000 shares of Common Stock
owned by Bigger Capital, (ii) 3,054,250 shares of Common Stock owned by District 2 CF and (iii) 938,211 shares of Common Stock directly
owned by Michael Bigger’s IRA. Does not consist of (i) shares of Common Stock issuable upon the conversion of the Debentures because
the Debentures are subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon the exercise of Warrants because the Warrants
are not exercisable within 60 days.
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1 |
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NAME OF REPORTING PERSON |
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Eric Schlanger |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF, PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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500,000 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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3,054,250 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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500,000 |
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SHARED DISPOSITIVE POWER |
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3,054,250 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,554,250* |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than one percent* |
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TYPE OF REPORTING PERSON |
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IN |
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* Consists of (i) 3,054,250 shares of Common Stock
owned by District 2 CF and (ii) 500,000 shares of Common Stock directly owned by Eric Schlanger. Does not consist of (i) shares of Common
Stock issuable upon the conversion of the Debentures because the Debentures are subject to a 4.99% blocker and (ii) shares of Common Stock
issuable upon the exercise of Warrants because the Warrants are not exercisable within 60 days.
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by each
of Bigger Capital and District 2 CF were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market purchases. The Shares purchased by each of Mr. Bigger and Mr. Schlanger were
purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market purchases. The aggregate purchase price of the 14,500,000 Shares beneficially owned by Bigger Capital is approximately
$143,851, excluding brokerage commissions. The aggregate purchase price of the 3,054,250 Shares beneficially owned by District 2 CF is
approximately $21,031, excluding brokerage commissions. The aggregate purchase price of the 938,211 Shares beneficially owned by Mr. Bigger’s
IRA is approximately $8,272, excluding brokerage commissions. The aggregate purchase price of the 500,000 Shares beneficially owned by
Mr. Schlanger is approximately $4,725, excluding brokerage commissions. The purchase prices reflected in this Item 3 do not reflect the
purchases related to the Debentures nor the Warrants as further described in Item 6 of the Schedule 13D filed on May 2, 2022.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are
hereby to read as follows:
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 494,443,611 Shares outstanding as of April 14, 2022, which is the total
number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K, Exhibit 99.1, filed with the Securities and
Exchange Commission on May 5, 2022.
The ownership of each Reporting
Person in this Item 5 does not reflect the Debentures nor the Warrants that are further described in Item 6 of the Schedule 13D filed
on May 2, 2022. If such Debentures were converted or such Warrants were exercised, the amount of Shares described below would be higher.
| (a) | As of the close of business on May 6, 2022, Bigger Capital beneficially owned 14,500,000 Shares. |
Percentage: Approximately
2.9%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,500,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,500,000 |
| (c) | The transactions in the Shares by Bigger Capital during the past sixty days are set forth on Schedule
A and are incorporated herein by reference. |
| (a) | Bigger GP, as the general partner of Bigger Capital, may be deemed the beneficial owner of the 14,500,000
Shares owned by Bigger Capital. |
Percentage: Approximately
2.9%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,500,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,500,000 |
| (c) | Bigger GP has not entered into any transactions in Shares during the past sixty days. The transactions
in the Shares on behalf of each of Bigger Capital, District 2 CF and Mr. Bigger during the past sixty days are set forth on Schedule A
and are incorporated herein by reference. |
| (a) | As of the close of business on May 6, 2022, District 2 CF beneficially owned 3,054,250 Shares. |
Percentage: Less than one
percent.
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,054,250
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,250 |
| (c) | The transactions in the Shares by District 2 CF during the past sixty days are set forth on Schedule A
and are incorporated herein by reference. |
| (a) | District 2, as the investment manager of District 2 CF, may be deemed the beneficial owner of the 3,054,250
Shares owned by District 2 CF. |
Percentage: Less than one
percent.
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,054,250
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,250 |
| (c) | District 2 has not entered into any transactions in Shares during the past sixty days. The transactions
in the Shares on behalf of each of Bigger Capital, District 2 CF and Mr. Bigger during the past sixty days are set forth on Schedule A
and are incorporated herein by reference. |
| (a) | District 2 GP, as the general partner of District 2 CF, may be deemed the beneficial owner of the 3,054,250
Shares owned by District 2 CF. |
Percentage: Less than one
percent.
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,054,250
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,250 |
| (c) | District 2 GP has not entered into any transactions in Shares during the past sixty days. The transactions
in the Shares on behalf of each of Bigger Capital, District 2 CF and Mr. Bigger during the past sixty days are set forth on Schedule A
and are incorporated herein by reference. |
| (a) | District 2 Holdings, as the managing member of District 2 GP, may be deemed the beneficial owner of the
3,054,250 Shares owned by District 2 CF. |
Percentage: Less than one
percent.
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,054,250
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,054,250 |
| (c) | District 2 Holdings has not entered into any transactions in Shares during the past sixty days. The transactions
in the Shares on behalf of each of Bigger Capital, District 2 CF and Mr. Bigger during the past sixty days are set forth on Schedule A
and are incorporated herein by reference. |
| (a) | Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be
deemed to beneficially own (i) 14,500,000 Shares owned by Bigger Capital, (ii) 3,054,250 Shares owned by District 2 CF and (iii) as of
the close of business on May 6, 2022, 938,211 Shares directly owned by Mr. Bigger’s IRA. |
Percentage: Approximately
3.7%
| (b) | 1. Sole power to vote or direct vote: 938,211
2. Shared power to vote or direct vote: 17,554,250
3. Sole power to dispose or direct the disposition: 938,211
4. Shared power to dispose or direct the disposition: 17,554,250 |
| (c) | The transactions in the Shares by Mr. Bigger during the past sixty days are set forth on Schedule A and
are incorporated herein by reference. |
| (a) | Mr. Schlanger, as a managing member of District 2 Holdings, may be deemed to beneficially own (i) 3,054,250
Shares owned by District 2 CF and (ii) as of the close of business on May 6, 2022, 500,000 Shares directly owned by Mr. Schlanger. |
Percentage: Less than one
percent.
| (b) | 1. Sole power to vote or direct vote: 500,000
2. Shared power to vote or direct vote: 3,054,250
3. Sole power to dispose or direct the disposition: 500,000
4. Shared power to dispose or direct the disposition: 3,054,250 |
| (c) | Mr. Schlanger has not entered into any transactions in Shares during the past sixty days, except as otherwise
provided in the Schedule 13D filed on May 2, 2022. The transactions in the Shares on behalf of each of Bigger Capital, District 2 CF and
Mr. Bigger during the past sixty days are set forth on Schedule A and are incorporated herein by reference. |
Each Reporting Person may
be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial owner of the Shares directly owned by the other Reporting
Persons.
| (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 proceeds from the sale of, the Shares. |
| (e) | As of May 6, 2022, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares
of the Issuer. |
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 9, 2022
BIGGER CAPITAL FUND, LP |
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DISTRICT 2 CAPITAL LP |
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By: |
Bigger Capital Fund GP, LLC, its general partner |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
By: |
/s/ Michael Bigger |
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Managing Member |
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Michael Bigger |
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Managing Member |
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DISTRICT 2 HOLDINGS LLC |
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DISTRICT 2 CAPITAL FUND LP |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
By: |
District 2 GP LLC, its general partner |
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Managing Member |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
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/s/ Michael Bigger |
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Managing Member |
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MICHAEL BIGGER |
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DISTRICT 2 GP LLC |
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/s/ Eric Schlanger |
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ERIC SCHLANGER |
By: |
/s/ Michael Bigger |
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Michael Bigger |
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Managing Member |
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BIGGER CAPITAL FUND GP, LLC |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
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Managing Member |
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SCHEDULE A
TRANSACTIONS IN SECURITIES OF THE ISSUER
DURING THE PAST SIXTY DAYS
Bigger Capital Fund, LP
Shares of Common Stock Purchased/(Sold) |
Price Per Share($) |
Date of Purchase/Sale |
(1,650,000) |
0.10301 |
05/05/2022 |
(5,500,000) |
0.07272 |
05/06/2022 |
District 2 Capital Fund LP
Shares of Common Stock Purchased/(Sold) |
Price Per Share($) |
Date of Purchase/Sale |
(1,694,750) |
0.08193 |
05/05/2022 |
(2,251,000) |
0.06914 |
05/06/2022 |
Michael Bigger’s IRA
Shares of Common Stock Purchased/(Sold) |
Price Per Share($) |
Date of Purchase/Sale |
(12,829,234) |
0.08465 |
05/05/2022 |
(4,535,555) |
0.06896 |
05/06/2022 |
1
This transaction was executed in multiple trades at prices ranging from $0.093 to $0.111964016. The price per share reflects the weighted
average price.
2
This transaction was executed in multiple trades at prices ranging from $0.0705 to $0.0804. The price per share reflects the weighted
average price.
3
This transaction was executed in multiple trades at prices ranging from $0.0715 to $0.0981. The price per share reflects the weighted
average price.
4
This transaction was executed in multiple trades at prices ranging from $0.063 to $0.0815. The price per share reflects the weighted average
price.
5
This transaction was executed in multiple trades at prices ranging from $0.0669996 to $0.112199. The price per share reflects the weighted
average price.
6
This transaction was executed in multiple trades at prices ranging from $0.063999667 to $0.074099. The price per share reflects the weighted
average price.