Amendment No. 1
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
*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).
SCHEDULE 13D
CUSIP No.
|
776650103
|
|
Page 2 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
Quad Capital Management Advisors,
LLC
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
|
|
(b)
|
o
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
690,062
|
8
|
SHARED VOTING POWER
|
|
797,258
|
9
|
SOLE DISPOSITIVE POWER
|
|
690,062
|
10
|
SHARED DISPOSITIVE POWER
|
|
797,258
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
797,258
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
o
|
|
|
(SEE INSTRUCTIONS)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
8.2% (1)
|
14
|
TYPE OF REPORTING PERSON
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This
percentage is based on 9,675,028 shares outstanding as of September 30, 2019 as reported
in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on November 14, 2019.
|
CUSIP No.
|
776650103
|
|
Page 3 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
Quad Management Partners, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
|
|
(b)
|
o
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
690,062
|
8
|
SHARED VOTING POWER
|
|
797,258
|
9
|
SOLE DISPOSITIVE POWER
|
|
690,062
|
10
|
SHARED DISPOSITIVE POWER
|
|
797,258
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
797,258
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
o
|
|
|
(SEE INSTRUCTIONS)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
8.2% (1)
|
14
|
TYPE OF REPORTING PERSON
|
|
OO (Limited Liability Company)
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This
percentage is based on 9,675,028 shares outstanding as of September 30, 2019 as reported
in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on November 14, 2019.
|
CUSIP No.
|
776650103
|
|
Page 4 of 13 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|
John Guarino
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
o
|
|
|
|
(b)
|
o
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
690,062
|
8
|
SHARED VOTING POWER
|
|
797,258
|
9
|
SOLE DISPOSITIVE POWER
|
|
690,062
|
10
|
SHARED DISPOSITIVE POWER
|
|
797,258
|
11
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
797,258
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)
|
o
|
|
|
(SEE INSTRUCTIONS)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
8.2%
(1)
|
14
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This
percentage is based on 9,675,028 shares outstanding as of September 30, 2019 as reported
in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on November 14, 2019.
|
Explanatory Note
The Reporting Persons (as defined below) were eligible to
file a Schedule 13G on May 22, 2019. As of August 27, 2019, pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934,
as amended (the “Act”), the Reporting Person determined that they are now required to file this statement on Schedule
13D. As of December 18, 2019 pursuant to Rule 13d-2(a), Reporting Persons are filing an amendment to report the acquisition of
beneficial ownership of securities in an amount equal to one percent or more of the class of securities of the Issuer (as defined
below).
|
Item 1.
|
Security and Issuer.
|
This statement on Schedule
13D (“Schedule 13D”) relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”)
of Eastside Distilling, Inc., a Delaware corporation (the “Company” or the “Issuer”), whose principal executive
offices are located at 1001 SE Water Avenue, Suite 390 Portland, Oregon 97214.
|
Item 2.
|
Identity and Background.
|
(a) and (f) This Schedule
13D is being filed by (collectively, the “Reporting Persons”): (i) Quad Capital Management Advisors, LLC (“Quad”
or the “Manager”), a Delaware limited liability company, (ii) Quad Management Partners, LLC, a Delaware limited liability
company (“QMP”), and (iii) John Guarino, a citizen of the United States. Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
This statement relates to shares of Common
Stock held directly by certain funds and accounts, of which the Manager acts as investment manager or sub-adviser (collectively,
the “Accounts”). All investment and voting decisions for the Accounts have been delegated to the Manager in its capacity
as investment manager or sub-adviser. QMP is the sole member of the Manager. Mr. Guarino is the managing member of QMP. Each of
the Reporting Persons may be deemed to beneficially own the shares of Common Stock held by the Accounts. Neither the filing of
this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial
owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. The
filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group”
for the purposes of Sections 13(d) and 13(g) of the Exchange Act.
(b) The address of
the principal offices of each of the Reporting Persons is 90 Park Avenue, Floor 5, New York, NY 10016.
(c) The principal business
of the Manager is to provide investment advisory services and/or sub advisory services to the Accounts. The principal business
of QMP is serving as the managing member of Quad. The principal occupation or employment of Mr. Guarino is to serve as the managing
member of QMP.
(d) None of the Reporting
Persons, during the last five years, has been convicted in a criminal proceeding.
(e) None of the Reporting
Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The 797,258 shares of Common Stock reported
herein as being beneficially owned by the Reporting Persons were acquired in the ordinary course of business for an aggregate
of approximately $3,656,832 with working capital of the Accounts set aside for the general purpose of investing.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons acquired the shares
of Common Stock reported herein for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary
course of business.
The Reporting Persons will continue to
evaluate their investment in the Issuer’s Common Stock and may further purchase, hold, vote, trade, dispose or otherwise
deal in the Common Stock, including by engaging, to the extent permitted by applicable law, in short selling of, or any hedging
or similar transaction with respect to, the Common Stock, at times and in such manner as they deem advisable. As part of its evaluation,
the Reporting Persons will continue to monitor and assess the Issuer’s assets, liabilities, capital structure, operating
performance, business prospects, market valuation, board composition and other related matters, as well as prevailing marketing
conditions, alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations.
Consistent with its investment research methods and evaluation criteria, the Reporting Persons may discuss such with managers or
directors of the Issuer, other shareholders, industry analysts, industry participants, investment and financing professionals courses
of credit and other investors.
Geoffrey Gwin (“Gwin”),
an ordinary member of Quad and the managing member of one of the Accounts sub-advised by Quad, was appointed to the board of directors
of the Issuer on or about September 3, 2019, and, in such capacity, may have influence over the corporate activities of the Issuer,
including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Due to the
appointment of Gwin to the board of the Issuer, Reporting Persons are filing this Schedule 13D. Gwin is the managing member to
Group G Capital Partners, LLC (“Group G”) a Delaware limited liability company, and investment adviser to Group G
Investments, LP. Group G beneficially owns 107,196 shares of Common Stock, acquired in the ordinary course of business. In his
capacity as an ordinary member and portfolio manager with Quad, Gwin is subject to Quad’s investment and risk restrictions
and oversight. Gwin is not a control person of either Quad or QMP.
Expect as set forth herein, the Reporting
Persons currently have no plan or proposals with respect to any of the actions described in subsections (a) through (j) of Item
4 of schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a)-(b) The aggregate number and
percentage of the shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number
of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power
to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through
11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. The beneficial ownership percentages
reported herein are based on 9,675,028 Shares outstanding as of September 30, 2019, as reported in the Company’s quarterly
report on Form 10-Q filed with the SEC on November 14, 2019.
As of the date hereof, the Accounts
hold 797,258 shares of Common Stock.
(c) Except
for the transactions listed in Exhibit 2 hereto, there have been no transactions in the shares of Common Stock by the Reporting
Person during the past 60 days. One such transaction was privately negotiated with an existing Common Stockholder and the other
transactions were effected in the open market through a broker for the benefit of the Accounts.
(d) To
the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the Accounts, or their partners, members,
affiliates or shareholders, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, certain of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
(e) This
Item 5(e) is not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Except as set forth herein, none of the
Reporting Persons has any contracts, arrangements, understanding or relationships (legal or otherwise) with any person with respect
to any securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 1- Joint Filing Agreement
Exhibit 2 – Transaction Report
Signatures
After reasonable inquiry and to the best
of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: December 26, 2019
|
Quad Capital Management Advisers, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Paul Rubacky
|
|
Name: Paul Rubacky
|
|
Title: Chief Compliance Officer and Chief
|
|
Financial Officer
|
|
|
|
|
Quad Management Partners, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Paul Rubacky
|
|
Name: Paul Rubacky
|
|
Title: Chief Compliance Officer and Chief
|
|
Financial Officer
|
|
|
|
|
|
|
|
By:
|
/s/ John Guarino
|
|
Name: John Guarino
|
|
Title: Managing Member of Quad
Management Partners LLC
|
Exhibit 1
The undersigned parties
hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Eastside Distilling,
Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of
the Securities Exchange Act of 1934, as amended. This Agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement
may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Dated: December 26,
2019
|
Quad Capital Management Advisers, LLC
|
|
|
|
|
By:
|
/s/ Paul Rubacky
|
|
Name: Paul Rubacky
|
|
Title: Chief Compliance Officer and Chief
|
|
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
Quad Management Partners, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Paul Rubacky
|
|
Name: Paul Rubacky
|
|
Title: Chief Compliance Officer and Chief
|
|
Financial Officer
|
|
|
|
|
|
|
|
By:
|
/s/ John Guarino
|
|
Name: John Guarino
|
|
Title: Managing Member of Quad
Management Partners LLC
|
Exhibit 2 - Transaction Report
Group G Capital Partners, LLC
Date
|
|
|
Number of Shares
|
|
|
Price per Share
|
|
|
Total Cost
|
|
|
05/23/2019
|
|
|
|
2,000
|
|
|
$
|
4.76
|
|
|
$
|
9,515
|
|
|
05/30/2019
|
|
|
|
775
|
|
|
$
|
4.58
|
|
|
$
|
3,548
|
|
|
06/03/2019
|
|
|
|
600
|
|
|
$
|
4.49
|
|
|
$
|
2,693
|
|
|
06/12/2019
|
|
|
|
250
|
|
|
$
|
4.28
|
|
|
$
|
1,071
|
|
|
06/13/2019
|
|
|
|
250
|
|
|
$
|
4.16
|
|
|
$
|
1,040
|
|
|
06/26/2019
|
|
|
|
250
|
|
|
$
|
4.20
|
|
|
$
|
1,049
|
|
|
07/17/2019
|
|
|
|
75
|
|
|
$
|
4.54
|
|
|
$
|
341
|
|
|
07/19/2019
|
|
|
|
4,300
|
|
|
$
|
3.93
|
|
|
$
|
16,882
|
|
|
07/22/2019
|
|
|
|
14,200
|
|
|
$
|
3.62
|
|
|
$
|
51,336
|
|
|
07/23/2019
|
|
|
|
125
|
|
|
$
|
3.73
|
|
|
$
|
466
|
|
|
08/15/2019
|
|
|
|
223
|
|
|
$
|
4.00
|
|
|
$
|
892
|
|
Quad Capital Management Advisors, LLC
Date
|
|
|
Number of Shares
|
|
|
Price per Share
|
|
|
Total Cost
|
|
|
05/23/2019
|
|
|
|
6,656
|
|
|
$
|
4.81
|
|
|
$
|
32,032
|
|
|
05/23/2019
|
|
|
|
5,200
|
|
|
$
|
4.90
|
|
|
$
|
25,462
|
|
|
05/24/2019
|
|
|
|
2,120
|
|
|
$
|
4.85
|
|
|
$
|
10,293
|
|
|
05/24/2019
|
|
|
|
1,420
|
|
|
$
|
4.70
|
|
|
$
|
6,670
|
|
|
05/28/2019
|
|
|
|
13,136
|
|
|
$
|
4.70
|
|
|
$
|
61,779
|
|
|
05/28/2019
|
|
|
|
12,536
|
|
|
$
|
4.72
|
|
|
$
|
59,195
|
|
|
05/30/2019
|
|
|
|
12,025
|
|
|
$
|
4.60
|
|
|
$
|
55,340
|
|
|
05/31/2019
|
|
|
|
33,962
|
|
|
$
|
4.37
|
|
|
$
|
148,477
|
|
|
05/31/2019
|
|
|
|
16,554
|
|
|
$
|
4.16
|
|
|
$
|
68,804
|
|
|
06/03/2019
|
|
|
|
5,350
|
|
|
$
|
4.55
|
|
|
$
|
24,356
|
|
|
06/03/2019
|
|
|
|
1,280
|
|
|
$
|
4.55
|
|
|
$
|
5,828
|
|
|
06/04/2019
|
|
|
|
3,070
|
|
|
$
|
4.71
|
|
|
$
|
14,455
|
|
|
06/04/2019
|
|
|
|
2,000
|
|
|
$
|
4.71
|
|
|
$
|
9,428
|
|
|
06/05/2019
|
|
|
|
6,600
|
|
|
$
|
4.69
|
|
|
$
|
30,943
|
|
|
06/05/2019
|
|
|
|
600
|
|
|
$
|
4.75
|
|
|
$
|
2,850
|
|
|
06/06/2019
|
|
|
|
6,852
|
|
|
$
|
4.60
|
|
|
$
|
31,522
|
|
|
06/06/2019
|
|
|
|
2,600
|
|
|
$
|
4.52
|
|
|
$
|
11,765
|
|
|
06/07/2019
|
|
|
|
8,200
|
|
|
$
|
4.74
|
|
|
$
|
38,881
|
|
|
06/07/2019
|
|
|
|
2,007
|
|
|
$
|
4.76
|
|
|
$
|
9,555
|
|
|
06/10/2019
|
|
|
|
9,100
|
|
|
$
|
4.47
|
|
|
$
|
40,706
|
|
|
06/10/2019
|
|
|
|
900
|
|
|
$
|
4.34
|
|
|
$
|
3,902
|
|
Exhibit 2 - Transaction Report
Quad Capital Management Advisors, LLC
Date
|
|
|
Number of Shares
|
|
|
Price per Share
|
|
|
Total Cost
|
|
|
06/11/2019
|
|
|
|
4,300
|
|
|
$
|
4.37
|
|
|
$
|
18,770
|
|
|
06/11/2019
|
|
|
|
1,700
|
|
|
$
|
4.29
|
|
|
$
|
7,289
|
|
|
06/12/2019
|
|
|
|
2,298
|
|
|
$
|
4.28
|
|
|
$
|
9,839
|
|
|
06/13/2019
|
|
|
|
8,891
|
|
|
$
|
4.30
|
|
|
$
|
38,205
|
|
|
06/13/2019
|
|
|
|
14,959
|
|
|
$
|
4.20
|
|
|
$
|
62,902
|
|
|
06/14/2019
|
|
|
|
8,925
|
|
|
$
|
4.32
|
|
|
$
|
38,543
|
|
|
06/17/2019
|
|
|
|
6,800
|
|
|
$
|
4.36
|
|
|
$
|
29,658
|
|
|
06/17/2019
|
|
|
|
13,303
|
|
|
$
|
4.19
|
|
|
$
|
55,707
|
|
|
06/18/2019
|
|
|
|
7,800
|
|
|
$
|
4.23
|
|
|
$
|
33,011
|
|
|
06/18/2019
|
|
|
|
5,000
|
|
|
$
|
4.16
|
|
|
$
|
20,785
|
|
|
06/19/2019
|
|
|
|
6,200
|
|
|
$
|
4.30
|
|
|
$
|
26,659
|
|
|
06/20/2019
|
|
|
|
10,297
|
|
|
$
|
4.46
|
|
|
$
|
45,940
|
|
|
06/20/2019
|
|
|
|
11,742
|
|
|
$
|
4.48
|
|
|
$
|
52,559
|
|
|
06/21/2019
|
|
|
|
6,954
|
|
|
$
|
4.36
|
|
|
$
|
30,299
|
|
|
06/24/2019
|
|
|
|
4,792
|
|
|
$
|
4.31
|
|
|
$
|
20,638
|
|
|
06/24/2019
|
|
|
|
5,246
|
|
|
$
|
4.23
|
|
|
$
|
22,176
|
|
|
06/25/2019
|
|
|
|
3,400
|
|
|
$
|
4.31
|
|
|
$
|
14,647
|
|
|
06/25/2019
|
|
|
|
200
|
|
|
$
|
4.25
|
|
|
$
|
850
|
|
|
06/26/2019
|
|
|
|
11,050
|
|
|
$
|
4.19
|
|
|
$
|
46,307
|
|
|
06/26/2019
|
|
|
|
5,200
|
|
|
$
|
4.08
|
|
|
$
|
21,236
|
|
|
06/27/2019
|
|
|
|
3,100
|
|
|
$
|
4.29
|
|
|
$
|
13,313
|
|
|
07/01/2019
|
|
|
|
3,000
|
|
|
$
|
4.53
|
|
|
$
|
13,601
|
|
|
07/01/2019
|
|
|
|
527
|
|
|
$
|
4.51
|
|
|
$
|
2,375
|
|
|
07/02/2019
|
|
|
|
900
|
|
|
$
|
4.51
|
|
|
$
|
4,056
|
|
|
07/02/2019
|
|
|
|
2,283
|
|
|
$
|
4.42
|
|
|
$
|
10,085
|
|
|
07/08/2019
|
|
|
|
1,900
|
|
|
$
|
4.42
|
|
|
$
|
8,391
|
|
|
07/09/2019
|
|
|
|
9,200
|
|
|
$
|
4.40
|
|
|
$
|
40,467
|
|
|
07/09/2019
|
|
|
|
2,100
|
|
|
$
|
4.30
|
|
|
$
|
9,036
|
|
|
07/10/2019
|
|
|
|
2,315
|
|
|
$
|
4.40
|
|
|
$
|
10,190
|
|
|
07/10/2019
|
|
|
|
1,405
|
|
|
$
|
4.37
|
|
|
$
|
6,138
|
|
|
07/11/2019
|
|
|
|
6,100
|
|
|
$
|
4.31
|
|
|
$
|
26,270
|
|
|
07/12/2019
|
|
|
|
1,500
|
|
|
$
|
4.35
|
|
|
$
|
6,525
|
|
|
07/15/2019
|
|
|
|
3,085
|
|
|
$
|
4.55
|
|
|
$
|
14,052
|
|
|
07/15/2019
|
|
|
|
2,912
|
|
|
$
|
4.53
|
|
|
$
|
13,199
|
|
|
07/16/2019
|
|
|
|
25,466
|
|
|
$
|
4.58
|
|
|
$
|
116,511
|
|
|
07/16/2019
|
|
|
|
19,439
|
|
|
$
|
4.65
|
|
|
$
|
90,474
|
|
|
07/17/2019
|
|
|
|
2,625
|
|
|
$
|
4.51
|
|
|
$
|
11,850
|
|
|
07/18/2019
|
|
|
|
22,318
|
|
|
$
|
3.98
|
|
|
$
|
88,892
|
|
|
07/18/2019
|
|
|
|
18,696
|
|
|
$
|
4.02
|
|
|
$
|
75,136
|
|
|
07/22/2019
|
|
|
|
88,806
|
|
|
$
|
3.63
|
|
|
$
|
322,578
|
|
|
07/22/2019
|
|
|
|
75,228
|
|
|
$
|
3.57
|
|
|
$
|
268,225
|
|
Exhibit 2 - Transaction Report
Quad Capital Management Advisors, LLC
Date
|
|
|
Number of Shares
|
|
|
Price per Share
|
|
|
Total Cost
|
|
|
07/23/2019
|
|
|
|
29,092
|
|
|
$
|
3.76
|
|
|
$
|
109,415
|
|
|
07/23/2019
|
|
|
|
3,100
|
|
|
$
|
3.82
|
|
|
$
|
11,834
|
|
|
07/24/2019
|
|
|
|
3,740
|
|
|
$
|
3.91
|
|
|
$
|
14,605
|
|
|
07/24/2019
|
|
|
|
10,431
|
|
|
$
|
3.89
|
|
|
$
|
40,559
|
|
|
07/25/2019
|
|
|
|
10,224
|
|
|
$
|
4.07
|
|
|
$
|
41,594
|
|
|
07/25/2019
|
|
|
|
30,750
|
|
|
$
|
4.02
|
|
|
$
|
123,479
|
|
|
07/26/2019
|
|
|
|
4,286
|
|
|
$
|
4.16
|
|
|
$
|
17,827
|
|
|
07/26/2019
|
|
|
|
8,186
|
|
|
$
|
4.17
|
|
|
$
|
34,137
|
|
|
07/30/2019
|
|
|
|
2,400
|
|
|
$
|
4.20
|
|
|
$
|
10,090
|
|
|
07/30/2019
|
|
|
|
6,200
|
|
|
$
|
4.20
|
|
|
$
|
26,063
|
|
|
07/31/2019
|
|
|
|
3,390
|
|
|
$
|
4.25
|
|
|
$
|
14,391
|
|
|
07/31/2019
|
|
|
|
7,120
|
|
|
$
|
4.25
|
|
|
$
|
30,232
|
|
|
08/01/2019
|
|
|
|
4,810
|
|
|
$
|
4.24
|
|
|
$
|
20,386
|
|
|
08/01/2019
|
|
|
|
3,508
|
|
|
$
|
4.18
|
|
|
$
|
14,647
|
|
|
08/02/2019
|
|
|
|
3,000
|
|
|
$
|
4.16
|
|
|
$
|
12,485
|
|
|
08/02/2019
|
|
|
|
4,775
|
|
|
$
|
4.11
|
|
|
$
|
19,607
|
|
|
08/05/2019
|
|
|
|
6,556
|
|
|
$
|
4.11
|
|
|
$
|
26,939
|
|
|
08/06/2019
|
|
|
|
2,800
|
|
|
$
|
4.29
|
|
|
$
|
12,021
|
|
|
08/06/2019
|
|
|
|
5,047
|
|
|
$
|
4.28
|
|
|
$
|
21,613
|
|
|
08/07/2019
|
|
|
|
2,100
|
|
|
$
|
4.14
|
|
|
$
|
8,699
|
|
|
08/08/2019
|
|
|
|
2,400
|
|
|
$
|
4.20
|
|
|
$
|
10,083
|
|
|
08/08/2019
|
|
|
|
400
|
|
|
$
|
4.12
|
|
|
$
|
1,648
|
|
|
08/09/2019
|
|
|
|
14,099
|
|
|
$
|
3.97
|
|
|
$
|
56,013
|
|
|
08/12/2019
|
|
|
|
3,395
|
|
|
$
|
4.10
|
|
|
$
|
13,919
|
|
|
08/12/2019
|
|
|
|
3,300
|
|
|
$
|
4.21
|
|
|
$
|
13,885
|
|
|
08/13/2019
|
|
|
|
2,500
|
|
|
$
|
4.02
|
|
|
$
|
10,059
|
|
|
08/14/2019
|
|
|
|
15,300
|
|
|
$
|
3.84
|
|
|
$
|
58,810
|
|
|
08/14/2019
|
|
|
|
100
|
|
|
$
|
4.20
|
|
|
$
|
420
|
|
|
08/15/2019
|
|
|
|
66,953
|
|
|
$
|
4.10
|
|
|
$
|
274,625
|
|
|
08/15/2019
|
|
|
|
28,324
|
|
|
$
|
4.09
|
|
|
$
|
115,749
|
|
|
08/16/2019
|
|
|
|
5,818
|
|
|
$
|
3.97
|
|
|
$
|
23,091
|
|
|
08/16/2019
|
|
|
|
11,832
|
|
|
$
|
4.02
|
|
|
$
|
47,614
|
|
|
08/19/2019
|
|
|
|
4,662
|
|
|
$
|
4.23
|
|
|
$
|
19,703
|
|
|
08/19/2019
|
|
|
|
10,754
|
|
|
$
|
4.11
|
|
|
$
|
44,221
|
|
|
08/20/2019
|
|
|
|
9,601
|
|
|
$
|
4.33
|
|
|
$
|
41,578
|
|
|
08/20/2019
|
|
|
|
21,924
|
|
|
$
|
4.26
|
|
|
$
|
93,368
|
|
Exhibit 2 - Transaction Report
Quad Capital Management Advisors, LLC
Date
|
|
|
Number of Shares
|
|
|
Price per Share
|
|
|
Total Cost
|
|
|
8/21/19
|
|
|
|
1,100
|
|
|
$
|
4.52
|
|
|
$
|
4,971
|
|
|
8/21/19
|
|
|
|
9,550
|
|
|
$
|
4.52
|
|
|
$
|
43,183
|
|
|
8/22/19
|
|
|
|
9,896
|
|
|
$
|
4.74
|
|
|
$
|
46,931
|
|
|
8/22/19
|
|
|
|
13,579
|
|
|
$
|
4.65
|
|
|
$
|
63,172
|
|
|
8/23/19
|
|
|
|
8,958
|
|
|
$
|
4.65
|
|
|
$
|
41,690
|
|
|
8/23/19
|
|
|
|
7,900
|
|
|
$
|
4.65
|
|
|
$
|
36,702
|
|
|
12/17/19
|
|
|
|
4,250
|
|
|
$
|
2.72
|
|
|
$
|
11,546
|
|
|
12/17/19
|
|
|
|
400
|
|
|
$
|
2.72
|
|
|
$
|
1,087
|
|
|
12/17/19
|
|
|
|
21,250
|
|
|
$
|
2.55
|
|
|
$
|
54,613
|
|
|
12/17/19
|
|
|
|
4,250
|
|
|
$
|
2.72
|
|
|
$
|
11,546
|
|
|
12/17/19
|
|
|
|
42,500
|
|
|
$
|
2.55
|
|
|
$
|
109,225
|
|
|
12/17/19
|
|
|
|
21,250
|
|
|
$
|
2.55
|
|
|
$
|
54,613
|
|
|
12/17/19
|
|
|
|
7,100
|
|
|
$
|
2.71
|
|
|
$
|
19,241
|
|
|
12/18/19
|
|
|
|
1,275
|
|
|
$
|
2.77
|
|
|
$
|
3,532
|
|
|
12/18/19
|
|
|
|
8,645
|
|
|
$
|
2.87
|
|
|
$
|
24,832
|
|
|
12/18/19
|
|
|
|
2,475
|
|
|
$
|
2.77
|
|
|
$
|
6,856
|
|
|
12/18/19
|
|
|
|
13,097
|
|
|
$
|
2.87
|
|
|
$
|
37,620
|
|
|
12/18/19
|
|
|
|
2
|
|
|
$
|
3.07
|
|
|
$
|
6
|
|
|
12/18/19
|
|
|
|
3,750
|
|
|
$
|
2.77
|
|
|
$
|
10,388
|
|
|
12/18/19
|
|
|
|
1,751
|
|
|
$
|
3.07
|
|
|
$
|
5,384
|
|
|
12/18/19
|
|
|
|
1
|
|
|
$
|
3.07
|
|
|
$
|
3
|
|
|
12/18/19
|
|
|
|
4,453
|
|
|
$
|
2.87
|
|
|
$
|
12,791
|
|
|
12/18/19
|
|
|
|
1
|
|
|
$
|
3.07
|
|
|
$
|
3
|
|
|
12/18/19
|
|
|
|
5,150
|
|
|
$
|
3.07
|
|
|
$
|
15,835
|
|
|
12/18/19
|
|
|
|
3,400
|
|
|
$
|
3.07
|
|
|
$
|
10,454
|
|
Page 13 of 13 Pages