Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
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
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(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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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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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6
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SHARED VOTING POWER
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EACH
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REPORTING
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83,154 shares of Common Stock
561,041 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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83,154 shares of Common Stock
561,041 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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83,154 shares of Common Stock
561,041 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99%*
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12
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TYPE OF REPORTING PERSON
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PN
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* As more fully described in Item
4, the Warrants (as defined in Item 4) are subject to a 9.99% blocker, and the percentage set forth in row (11) constitutes the
percentage ownership of the Issuer’s outstanding Common Stock, $.0001 par value per share (the “Common Stock”)
held by the Reporting Person assuming the maximum amount of Warrants held by the Reporting Person are exercised subject to the
blocker limitation, without reflecting for the exercise of all 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).
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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
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(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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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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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6
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SHARED VOTING POWER
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EACH
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REPORTING
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83,154 shares of Common Stock
561,041 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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83,154 shares of Common Stock
561,041 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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83,154 shares of Common Stock
561,041 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99%*
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12
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TYPE OF REPORTING PERSON
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OO
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* As more fully described in Item
4, the Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of
the Issuer’s Common Stock held by the Reporting Person assuming the maximum amount of all of Warrants held by the Reporting
Person are exercised subject to the blocker limitation, without reflecting for the exercise of all 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).
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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
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(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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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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5
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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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6
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SHARED VOTING POWER
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EACH
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REPORTING
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100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0
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8
|
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SHARED DISPOSITIVE POWER
|
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|
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|
100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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|
100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.2%*
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12
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TYPE OF REPORTING PERSON
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PN
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* As more fully
described in Item 4, the Warrants are subject to a 9.99% blocker. The blocker provides that this limitation applies to Warrants
held by related entities. Accordingly, each Reporting Person may not be able to exercise all of their Warrants.
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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
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(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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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
Delaware
|
|
NUMBER OF
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5
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SOLE VOTING POWER
|
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SHARES
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|
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|
BENEFICIALLY
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0
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OWNED BY
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6
|
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SHARED VOTING POWER
|
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EACH
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REPORTING
|
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|
|
100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
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7
|
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SOLE DISPOSITIVE POWER
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|
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|
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0
|
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|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
100,000 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)
|
|
|
|
|
|
|
|
|
|
|
2.2%*
|
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|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* As more fully
described in Item 4, the Warrants are subject to a 9.99% blocker. The blocker provides that this limitation applies to Warrants
held by related entities. Accordingly, each Reporting Person may not be able to exercise all of their Warrants.
|
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|
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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
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
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|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
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|
|
|
100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
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PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
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|
|
|
|
|
|
|
|
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|
0
|
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|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
100,000 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)
|
|
|
|
|
|
|
|
|
|
|
2.2%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* As more fully
described in Item 4, the Warrants are subject to a 9.99% blocker. The blocker provides that this limitation applies to Warrants
held by related entities. Accordingly, each Reporting Person may not be able to exercise all of their Warrants.
|
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|
|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
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|
District 2 Holdings LLC
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
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|
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|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
100,000 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)
|
|
|
|
|
|
|
|
|
|
|
2.2%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* As more fully
described in Item 4, the Warrants are subject to a 9.99% blocker. The blocker provides that this limitation applies to Warrants
held by related entities. Accordingly, each Reporting Person may not be able to exercise all of their Warrants.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
0 shares of Common Stock
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
83,154 shares of Common Stock*
661,041 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares of Common Stock
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
83,154 shares of Common Stock*
661,041 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
83,154 shares of Common Stock*
661,041 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)
|
|
|
|
|
|
|
|
|
|
|
9.99%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Consists of (i) 83,154 shares of Common Stock owned by Bigger Capital Fund, LP (“Bigger Capital”),
and (ii) 561,041 and 100,000 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital and District 2 Capital
Fund LP, respectively. As more fully described in Item 4, the Warrants are subject to a 9.99% 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).
This Amendment No.
2 to Schedule 13G is being filed to reflect a change in the beneficial ownership since the the filing of Amendment No. 1 to Schedule
13G.
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Item 1(a).
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Name of Issuer:
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CHF Solutions, Inc., a Delaware
corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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12988 Valley View Road
Eden, Prairie, MN 55344
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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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
Michael Bigger
175 W. Carver Street
Huntington, NY 11743
Citizenship: USA
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
District 2 Holdings LLC (“District
2 Holdings”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware
Each of the foregoing is referred
to as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.0001 par value
(the “Common Stock”).
12542Q706
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
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/x/
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Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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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: ____
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(a)
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Amount beneficially owned:
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As of November 26, 2019, Bigger
Capital beneficially owned 83,154 shares of Common Stock, and 561,041 shares of Common Stock issuable upon the exercise of Warrants
which have an exercise price of $0.9942 per share (the “Warrants”). As described below, the Warrants contain a 9.99%
beneficial ownership limitation.
Bigger GP, as the general partner
of Bigger Capital, may be deemed to beneficially own the 83,154 shares of Common Stock and 561,041 shares of Common Stock issuable
upon exercise of Warrants beneficially owned by Bigger Capital.
As of November 26, 2019, District
2 CF beneficially owned 100,000 shares of Common Stock issuable upon the exercise of Warrants with an exercise price of $0.9942
owned by District 2 CF. As described below, the Warrants contain a 9.99% beneficial ownership limitation.
District 2, as the investment manager
of District 2 CF, may be deemed to beneficially own the 100,000 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 100,000 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 100,000 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) 83,154 shares of Common
Stock beneficially owned by Bigger Capital, (ii) 561,041 shares of Common Stock issuable upon exercise of Warrants owned by Bigger
Capital, and (iii) 100,000 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF.
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 and Mr. Bigger disclaims beneficial ownership of the
shares of Common Stock beneficially owned by District 2 CF, and 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.
The following percentages are based
on 4,222,590 shares of Common Stock outstanding as of November 4, 2019, as reported in the Company’s Prospectus filed with
the Securities Exchange Commission pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended on November 5, 2019. In
addition, the foregoing reflects the exercise of pre-funded warrants to purchase 238,941 shares at an exercise price of $0.001
per share by Bigger Capital, and with respect to District 2 CF, District 2, District 2 GP and District 2 Holdings, the percentage
assume the exercise of warrants to purchase 100,000 shares.
As of the close of business on November
26, 2019, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 9.99% 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 collectively beneficially
own approximately 2.2% of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to own approximately 9.99%
of the outstanding shares of 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 9.99% 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. The blocker provides that this limitation applies to Warrants held by related entities. Accordingly, each Reporting Person
may not be able to exercise all of their Warrants.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Bigger GP and Mr. Bigger share voting
and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. Mr. Bigger shares voting and dispositive
power over the shares of Common Stock beneficially owned by District 2 CF.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1. Previously filed.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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.
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: November 27, 2019
Bigger Capital Fund, LP
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Bigger Capital Fund GP, LLC
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By:
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Bigger Capital Fund GP, LLC, its general partner
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By:
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/s/ Michael Bigger
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Michael Bigger
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By:
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/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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/s/ Michael Bigger
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Michael Bigger
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District 2 Capital Fund LP
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By:
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District 2 GP LLC, its general partner
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District 2 Capital LP
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By:
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/s/ Michael Bigger
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By:
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/s/ Michael Bigger
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Michael Bigger
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Michael Bigger
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Managing Member
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Managing Member
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District 2 GP LLC
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District 2 Holdings LLC
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By:
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/s/ Michael Bigger
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By:
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/s/ Michael Bigger
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Michael Bigger
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Michael Bigger
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Managing Member
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Managing Member
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