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
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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|
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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
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
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
|
|
|
|
|
335,037 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
|
|
|
|
|
|
|
|
|
|
|
|
|
335,037 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
|
|
|
|
|
|
|
|
|
|
|
335,037 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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1.6%
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|
|
12
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TYPE OF REPORTING PERSON
|
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PN
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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
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
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(b) ☐
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3
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SEC USE ONLY
|
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|
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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
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
335,037 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
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PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
335,037 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
335,037 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)
|
|
|
|
|
|
|
|
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1.6%
|
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12
|
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TYPE OF REPORTING PERSON
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|
|
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|
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|
OO
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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
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
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|
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(b) ☐
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|
|
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|
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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
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
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OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
295,791 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
295,791 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
295,791 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)
|
|
|
|
|
|
|
|
|
|
|
1.5%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
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|
PN
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|
|
|
|
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
|
|
|
|
|
295,791 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
295,791 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
295,791 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)
|
|
|
|
|
|
|
|
|
|
|
1.5%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
295,791 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
295,791 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
295,791 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)
|
|
|
|
|
|
|
|
|
|
|
1.5%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
295,791 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
295,791 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
295,791 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)
|
|
|
|
|
|
|
|
|
|
|
1.5%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
630,828 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
630,828 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
630,828 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)
|
|
|
|
|
|
|
|
|
|
|
3.1%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Consists of 335,037 shares of Common Stock
issuable upon exercise of Warrants owned by Bigger Capital and 295,791 shares of Common Stock issuable upon exercise of Warrants
owned by District 2 CF.
|
Item 1(a).
|
Name of Issuer:
|
Pulmatrix, Inc., a Delaware corporation
(the “Issuer”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
99 Hayden Avenue
Suite 390
Lexington, MA 02421
|
Item 2(a).
|
Name of Person Filing
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence
|
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
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
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, $0.0001 par value
(the “Common Stock”).
74584P202
|
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).
|
|
|
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(f)
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/ /
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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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/ /
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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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/ /
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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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/ /
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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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/ /
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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 December 31, 2019, Bigger
Capital beneficially owned 335,037 shares of Common Stock, currently issuable upon the exercise of Warrants.
Bigger GP, as the general partner
of Bigger Capital, may be deemed to beneficially own the 335,037 shares of Common Stock issuable upon exercise of Warrants beneficially
owned by Bigger Capital.
As of December 31, 2019, District
2 CF beneficially owned 295,791 shares of Common Stock issuable upon the exercise of Warrants.
District 2, as the investment manager
of District 2 CF, may be deemed to beneficially own the 295,791 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 295,791 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 295,791 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) 335,037 shares of Common
Stock beneficially owned by Bigger Capital, and (ii) 295,791 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 19,994,560 shares of Common Stock outstanding as of October 31, 2019, as reported in the Company’s Form 10-Q for the period
ended September 30, 2019 filed with the Securities and Exchange Commission on November 1, 2019 and assumes the exercise of the
Warrants beneficially held by the Reporting Persons.
As of December 31, 2019, (i) each
of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 1.6% 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 approximately 1.5%
of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to beneficially own approximately 3.1% of the outstanding
shares of Common Stock.
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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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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: [X]
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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. District 2, District 2 GP, District
2 Holdings and Mr. Bigger share 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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Not Applicable.
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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: February 11, 2020
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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District 2 Capital LP
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District 2 Capital Fund LP
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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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District 2 GP LLC, its general partner
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Managing Member
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By:
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/s/ Michael Bigger
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Michael Bigger
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District 2 Holdings LLC
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Managing Member
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By:
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/s/ Michael Bigger
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Michael Bigger
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District 2 GP LLC
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Managing Member
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By:
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/s/ Michael Bigger
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Michael Bigger
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/s/ Michael Bigger
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Managing Member
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Michael Bigger
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