Statement of Ownership (sc 13g)
October 21 2019 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
Aytu
Bioscience, Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $.0001 per share
|
(Title
of Class of Securities)
|
054754700
|
(CUSIP
Number)
|
October
11, 2019
|
(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)
|
|
|
|
|
☒
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Rule
13d-1(c)
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☐
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Rule
13d-1(d)
|
*
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 the disclosures provided
in a prior cover page.
The
information required in 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.
|
054754700
|
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Page
2 of 9
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1
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NAME
OF REPORTING PERSONS
Altium Capital Management, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
5,000,000
shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) *
5,000,000
shares of Common Stock issuable upon exercise of Warrants (see Item 4) *
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
5,000,000
shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) *
5,000,000
shares of Common Stock issuable upon exercise of Warrants (see Item 4) *
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) *
5,000,000
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
|
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
(see Item 4) *
|
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12
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TYPE
OF REPORTING PERSON
IA
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|
|
|
|
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___________________________
*
As more fully described in Item 4, the shares of Preferred Stock and Warrants are subject to a 9.99% blocker. 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 full conversion and exercise of such reported securities and do not give effect to such blockers.
Therefore, the actual number of shares of Common Stock beneficially owned by each 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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|
CUSIP
No.
|
054754700
|
|
Page
3 of 9
|
1
|
NAME
OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
5,000,000
shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) *
5,000,000
shares of Common Stock issuable upon exercise of Warrants (see Item 4) *
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
5,000,000
shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) *
5,000,000
shares of Common Stock issuable upon exercise of Warrants (see Item 4) * *
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) *
5,000,000
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
9.9%
(see Item 4) *
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
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___________________________
* As more fully described in Item 4, the shares
of Preferred Stock and Warrants are subject to a 9.99% blocker. 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 full conversion and exercise of
such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially
owned by each such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows
(6), (8) and (9).
CUSIP
No.
|
054754700
|
|
Page
4 of 9
|
1
|
NAME
OF REPORTING PERSONS
Altium Growth GP, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
5,000,000
shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) *
5,000,000
shares of Common Stock issuable upon exercise of Warrants (see Item 4) *
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
5,000,000
shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) *
5,000,000
shares of Common Stock issuable upon exercise of Warrants (see Item 4) * *
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) *
5,000,000
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
9.9%
(see Item 4) *
|
|
12
|
TYPE
OF REPORTING PERSON
HC, OO
|
|
|
|
|
|
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___________________________
* As more fully described in Item 4, the shares of Preferred Stock and
Warrants are subject to a 9.99% blocker. 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 full conversion and exercise of such reported securities
and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by each such
Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
CUSIP
No.
|
054754700
|
|
Page
5 of 9
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Item
1(a).
|
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Name of Issuer:
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Aytu Bioscience, Inc. (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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373
Inverness Parkway, Suite 206
Englewood, CO 80112
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|
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Item
2(a).
|
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Name
of Person Filing:
This
statement is jointly filed by and on behalf of each of Altium Capital Management, LP, Altium Growth Fund, LP, (the “Fund”)
and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement.
Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by
the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by the
Fund.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer
for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing
of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section
13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other
person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing
of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of
any group with respect to the Issuer or any securities of the Issuer.
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
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The
address of the principal business office of each of the Reporting Persons is 551 Fifth Ave, FL 19 New York, NY 10176
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Item
2(c).
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Citizenship:
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See
Item 4 on the cover page(s) hereto.
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Item
2(d).
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Title
of Class of Securities:
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Common
Stock
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Item
2(e).
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CUSIP
Number: 054754700
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Item
3.
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If
this Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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☐
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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CUSIP
No.
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054754700
|
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Page
6 of 9
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding
company or control person in accordance with §240.13d-1(b)(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 (12 U.S.C. 1813);
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(i)
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☐
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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 (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in
Item 1.
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The
information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth
in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting
Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 17,688,071 shares
of Common Stock issued and outstanding as of August 31, 2019 as represented in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on September 26, 2019.
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Pursuant
to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Preferred Stock
and Warrants. The Reporting Persons cannot (i) convert the Preferred Stock to the extent the Reporting Persons would beneficially
own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Preferred Stock Blocker")
or (ii) exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99%
of the outstanding shares of Common Stock ((the "Warrant Blocker") and collectively with the Preferred Stock
Blocker, the "Blockers"). The percentage set forth in Row 11 of the cover page for each Reporting Person gives
effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the
Reporting Persons were not able to convert any of the Preferred Stock nor exercise any of the Warrants.
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CUSIP
No.
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054754700
|
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Page 7
of 9
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
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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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Not applicable
|
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
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Not applicable
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Item 8.
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Identification
and Classification of Members of the Group.
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Not applicable
|
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Item 9.
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Notice of Dissolution
of Group.
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Not applicable
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Item 10.
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Certification.
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated:
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October
18, 2019
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Altium Capital Management, LP
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By:
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/s/ Jacob Gottlieb
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Name:
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Jacob Gottlieb
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Title:
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CEO
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Altium Growth Fund, LP
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By:
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Altium Growth GP, LLC
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Its:
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General Partner
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Signature:
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/s/
Jacob Gottlieb
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Name:
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Jacob Gottlieb
|
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Title:
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Managing Member
of Altium Growth GP, LLC
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Altium
Growth GP, LLC
|
|
|
|
|
|
By:
|
/s/
Jacob Gottlieb
|
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Name:
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Jacob Gottlieb
|
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Title:
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Managing Member
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Page
8 of 9
EXHIBIT
INDEX
Page
9 of 9
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO SECTION 240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons,
except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
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Dated:
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October
18, 2019
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Altium Capital Management, LP
|
|
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|
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By:
|
/s/ Jacob Gottlieb
|
|
|
Name:
|
Jacob Gottlieb
|
|
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Title:
|
CEO
|
|
|
|
|
|
|
|
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Altium Growth Fund, LP
|
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By:
|
Altium Growth GP, LLC
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Its:
|
General Partner
|
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Signature:
|
/s/
Jacob Gottlieb
|
|
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Name:
|
Jacob Gottlieb
|
|
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Title:
|
Managing Member
of Altium Growth GP, LLC
|
|
|
|
|
|
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Altium
Growth GP, LLC
|
|
|
|
|
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By:
|
/s/
Jacob Gottlieb
|
|
|
Name:
|
Jacob Gottlieb
|
|
|
Title:
|
Managing Member
|
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|
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