UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No.   )1

 

Actinium Pharmaceuticals, Inc.

 (Name of Issuer)

Common Stock, par value $0.001 per share

 (Title of Class of Securities)

00507W206

 (CUSIP Number)

August 5, 2020

 (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)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

CUSIP No. 00507W206

 

  1   NAME OF REPORTING PERSON  
         
        Bigger Capital Fund, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         287,730 shares of Common Stock
127,110 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          287,730 shares of Common Stock
127,110 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        287,730 shares of Common Stock
127,110 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.1%*  
  12   TYPE OF REPORTING PERSON  
         
        PN  

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock, $.001 par value per share (the “Common Stock”) held by the Reporting Person without reflecting for the exercise of the Warrants. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

  

2

CUSIP No. 00507W206

  1   NAME OF REPORTING PERSON  
         
        Bigger Capital Fund GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         287,730 shares of Common Stock
127,110 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          287,730 shares of Common Stock
127,110 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        287,730 shares of Common Stock
127,110 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.1%*  
  12   TYPE OF REPORTING PERSON  
         
        OO  

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

  

3

CUSIP No. 00507W206

 

  1   NAME OF REPORTING PERSON  
         
        District 2 Capital Fund LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.4%*  
  12   TYPE OF REPORTING PERSON  
         
        PN  

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

  

4

CUSIP No. 00507W206

 

  1   NAME OF REPORTING PERSON  
         
        District 2 Capital LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING        

323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
         

323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.4%*  
  12   TYPE OF REPORTING PERSON  
         
        PN  

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

  

5

CUSIP No. 00507W206

 

  1   NAME OF REPORTING PERSON  
         
        District 2 GP LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.4%*  
  12   TYPE OF REPORTING PERSON  
         
        OO  

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of all of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

  

6

CUSIP No. 00507W206

 

  1   NAME OF REPORTING PERSON  
         
        District 2 Holdings LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0  
    8   SHARED DISPOSITIVE POWER  
           
          323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        323,826 shares of Common Stock
160,475 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.4%*  
  12   TYPE OF REPORTING PERSON  
         
        OO  

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

  

7

CUSIP No. 00507W206

 

  1   NAME OF REPORTING PERSON  
         
        Michael Bigger  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         75,503 shares of Common Stock  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         729,556 shares of Common Stock*
287,585 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          75,503 shares of Common Stock  
    8   SHARED DISPOSITIVE POWER  
           
          729,556 shares of Common Stock*
287,585 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        805,059 shares of Common Stock*
287,585 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        5.9%*  
  12   TYPE OF REPORTING PERSON  
         
        IN  

* Consists of 287,730 shares of Common Stock owned  by Bigger Capital, 127,110 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, 323,826 shares of Common Stock owned by District 2 CF, 160,475 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF, 75,503 shares of Common Stock held by Mr. Bigger through an IRA and another account, 31,333 shares of Common Stock through an IRA held by Patricia Winter, the spouse of Mr. Bigger and an aggregate of 86,667 shares of Common Stock through an IRA held by the sons of Mr. Bigger. As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).  

8

CUSIP No. 00507W206

 

  1   NAME OF REPORTING PERSON  
         
        Patricia Winter  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Austria  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         31,333 shares*  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          31,333 shares*  
    8   SHARED DISPOSITIVE POWER  
           
          0  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        31,333*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%*  
  12   TYPE OF REPORTING PERSON  
         
        IN  

* Consists of 31,333 shares of Common Stock held through an IRA. Excludes shares deemed beneficially owned by Michael Bigger, the spouse of Ms. Winter.

  

9

CUSIP No. 00507W206

 

  1   NAME OF REPORTING PERSON  
         
        Eric Schlanger  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         7,469 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         323,826 shares of Common Stock*
160,475 shares of Common Stock issuable upon exercise of Warrants (See item 4)*		  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          7,469 shares  
    8   SHARED DISPOSITIVE POWER  
           
          323,826 shares of Common Stock*
160,475 shares of Common Stock issuable upon exercise of Warrants (See item 4)*		  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        331,295 Shares of Common Stock*
160,475 shares of Common Stock issuable upon exercise of Warrants (See item 4)*		  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.4% *  
  12   TYPE OF REPORTING PERSON  
         
        IN  

*Consists of 7,469 and 323,826 shares of Common Stock held by Mr. Schlanger and District 2 Capital Fund LP respectively and Warrants to purchase 160,475 shares of Common Stock held by District 2 Capital Fund LP. which are not exercisable due to certain exercise limitations, which provide that the Warrants may not be exercised if, after such exercise, the Reporting Person or affiliates of the Reporting Person would beneficially own more than 4.99% of the number of shares of Common Stock outstanding. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker is less than the number of securities reported in rows (6), (8) and (9).

  

10

CUSIP No. 00507W206

Item 1(a). Name of Issuer:

Actinium Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

275 Madison Avenue
7th Floor
New York, New York 10016

 

Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office or, if None, Residence
Item 2(c). Citizenship

Bigger Capital Fund, LP (“Bigger Capital”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

Bigger Capital Fund GP, LLC (“Bigger GP”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

District 2 Capital Fund LP (“District 2 CF”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

District 2 Capital LP (“District 2”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

District 2 GP LLC (“District 2 GP”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

11

CUSIP No. 00507W206

District 2 Holdings LLC (“District 2 Holdings”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

 

Michael Bigger

175 W. Carver Street

Huntington, NY 11743

Citizenship: USA

 

Patricia Winter

175 W. Carver Street

Huntington, NY 11743

Citizenship: Austria

 

Eric Schlanger

175 W. Carver Street

Huntington, NY 11743

Citizenship: USA

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(d). Title of Class of Securities:

Common Stock, $0.001 par value (the “Common Stock”). All share information in this Schedule 13G has been adjusted to reflect a 30-for-one reverse stock split of the Company’s Common Stock effected on August 11, 2020.

Item 2(e). CUSIP Number:

00507W206

12

CUSIP No. 00507W206

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
    /x/ Not applicable.
       
  (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) / / Investment company registered under Section 8 of the Investment Company Act.
       
  (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) / / A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).  
       
  (k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
       
      If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4. Ownership
(a) Amount beneficially owned:

As of August 11, 2020, Bigger Capital beneficially owned 287,730 shares of Common Stock, and an aggregate of 127,110 shares of Common Stock currently issuable upon the exercise of Warrants with exercise prices ranging from $15.00 per share to $31.50 per share (collectively the “Warrants”). As described below, the Warrants contain a 4.99% beneficial ownership limitation.

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 287,730 shares of Common Stock and 127,110 shares of Common Stock issuable upon exercise of Warrants beneficially owned by Bigger Capital.

13

CUSIP No. 00507W206

As of August 11, 2020, District 2 CF beneficially owned 323,826 shares of Common Stock, and 160,475 shares of Common Stock issuable upon the exercise of Warrants owned by District 2 CF. As described below, the Warrants contain a 4.99% beneficial ownership limitation.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 323,826 shares of Common Stock beneficially owned by District 2 CF and the 160,475 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 323,826 shares of Common Stock beneficially owned by District 2 CF and the 160,475 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 323,826 shares of Common Stock beneficially owned by District 2 CF and the 160,475 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 287,730 shares of Common Stock beneficially owned by Bigger Capital, (ii) 323,826 shares of Common Stock beneficially owned by District 2 CF, (iii) 127,110 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, and (iv) 160,475 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF. Mr. Bigger also through his IRA and another account owns 75,503 shares of Common Stock and may be deemed the beneficial owner of 31,333 shares of Common Stock owned by his spouse Patricia Winter through an IRA and an aggregate of 86,667 shares held by his sons through IRAs.

Ms. Winter holds 31,333 shares through an IRA.

Mr. Schlanger, as a partner of District 2 Holdings, may be deemed to beneficially own the (i) 323,826 shares of Common Stock beneficially owned by District 2 CF and (ii) 160,475 shares of Common Stock issuable upon exercise of warrants beneficially owned by District 2 CF. Mr. Schlanger also owns 7,469 shares of Common Stock.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings, Mr. Bigger and Mr. Schlanger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF, Mr. Bigger disclaims beneficial ownership of the shares held by Patricia Winter and his sons, and Ms. Winter disclaim beneficial ownership of the shares of Common Stock held by Mr. Bigger. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

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(b) Percent of class:

The following percentages are based on 13,585,269 shares of Common Stock outstanding as of August 11, 2020 (after adjusting for the 30 for one reverse stock split), as represented in the Company’s Form S-3 filed on August 7,2020 with the Securities and Exchange Commission.

As of the close of business on August 11, 2020, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 2.1% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 2.4% of the outstanding shares of Common Stock, (iii) Mr. Bigger may be deemed to beneficially own approximately 5.9% of the outstanding shares of Common Stock, (iv) Ms. Winter may be deemed to beneficially own less than one percent of the outstanding Common Stock and (v) Mr. Schlanger may be deemed to beneficially own 2.4% of the outstanding Common Stock.

Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person as well in this Item 4(b) gives effect to the Blockers. Mr. Bigger may be deemed to be the beneficial owner of more than 4.99% of the outstanding shares of Common Stock. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the Warrants due to the Blockers.

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

See Cover Pages Items 5-9.

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

See Cover Pages Items 5-9.

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

See Cover Pages Items 5-9.

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

See Cover Pages Items 5-9.

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Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP, District 2 Holdings, Mr. Bigger and Mr. Schlanger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by District 2 CF. Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock held by Ms. Winter and the sons of Mr. Bigger.

Item 7. Identification and Classification of the Subsidiary That 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.

See Exhibit 99.1.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

By signing below each of the undersigned certifies that, to the best of its 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.

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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: August 11, 2020

Bigger Capital Fund, LP   Bigger Capital Fund GP, LLC
     
By: Bigger Capital Fund GP, LLC, its general partner   By:

/s/ Michael Bigger
        Michael Bigger
By:

/s/ Michael Bigger

     Managing Member
  Michael Bigger      
  Managing Member      
      District 2 Capital LP
         
District 2 Capital Fund LP   By:

/s/ Michael Bigger
        Michael Bigger
By: District 2 GP LLC, its general partner     Managing Member
         
By:

/s/ Michael Bigger

      
  Michael Bigger   District 2 Holdings LLC
  Managing Member      
      By:

/s/ Michael Bigger
        Michael Bigger
District 2 GP LLC     Managing Member
         
By:

/s/ Michael Bigger

      
  Michael Bigger  

/s/ Michael Bigger
  Managing Member   Michael Bigger
       
       
     

/s/ Patricia Winter
      PATRICIA WINTER
       
       
     

/s/ Eric Schlanger
      ERIC SCHLANGER

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