Amended Statement of Ownership (sc 13g/a)
February 11 2021 - 11:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
(Amendment
No. 4)*
Under
the Securities Exchange Act of 1934
ICTV
Brands Inc.
Common
Stock
(Title
of Class of Securities)
44931J100
(CUSIP
Number)
December
31, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*
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. 44931J100
1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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DG
Capital Management, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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(b)
[X]
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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,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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0*
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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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0*
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0*
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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0%*
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No. 44931J100
1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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DG
Value Partners II Master Fund, LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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(b)
[X]
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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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Cayman
Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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0*
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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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0*
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0*
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%*
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 44931J100
1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Dov
Gertzulin
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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(b)
[X]
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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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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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0*
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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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0*
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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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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0%*
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN,
HC
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Item
1.
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(a).
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Name
of Issuer:
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ICTV
Brands Inc.
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(b).
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Address
of issuer's principal executive offices:
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489
Devon Park Drive, Suite 306, Wayne, PA 19087
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Item
2.
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(a).
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Name
of person filing:
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DG
Capital Management, LLC
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DG
Value Partners II Master Fund, LP
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Dov
Gertzulin
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(b).
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Address
or principal business office or, if none, residence:
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460
Park Avenue, 22nd Floor
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New
York, NY 10022
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(c).
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Citizenship:
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DG
Capital Management, LLC – Delaware, USA
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DG
Value Partners II Master Fund, LP – Cayman Islands
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Dov
Gertzulin – United States
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(d).
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Title
of class of securities:
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Common
Stock
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(e).
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CUSIP:
44931J100
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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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N/A
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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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(a)
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Amount
beneficially owned*:
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DG
Capital Management, LLC: 0
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DG
Value Partners II Master Fund, LP: 0
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Dov Gertzulin:
0
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(b)
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Percent
of class:
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DG
Capital Management, LLC: 0%
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DG
Value Partners II Master Fund, LP: 0%
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Dov Gertzulin:
0%
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(c)
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Number
of shares as to which each person has:
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(i)
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Sole
power to vote or to direct the vote
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DG
Capital Management, LLC: 0
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DG
Value Partners II Master Fund, LP: 0
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Dov
Gertzulin: 0
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(ii)
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Shared
power to vote or to direct the vote
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DG
Capital Management, LLC: 0
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DG
Value Partners II Master Fund, LP: 0
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Dov
Gertzulin: 0
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(iii)
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Sole
power to dispose or to direct the disposition of
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DG
Capital Management, LLC: 0
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DG
Value Partners II Master Fund, LP: 0
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Dov
Gertzulin: 0
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(iv)
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Shared
power to dispose or to direct the disposition of
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DG
Capital Management, LLC: 0
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DG
Value Partners II Master Fund, LP: 0
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Dov
Gertzulin: 0
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*Shares
reported herein are held by private investment funds and separately managed accounts (the “DG Entities”) for which
DG Capital Management, LLC (the “Adviser”) serves as the investment manager. Dov Gertzulin serves as the managing
member of the Adviser. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive
power with respect to the Shares owned directly by the DG Entities. This report shall not be deemed an admission that the Reporting
Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or
for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the
extent of the Reporting Person’s pecuniary interest therein.
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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N/A
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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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If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
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N/A
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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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If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
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N/A
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Item
8.
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Identification
and Classification of Members of the Group.
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
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N/A
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Item
9.
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Notice
of Dissolution of the Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
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N/A
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
February 11, 2021
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DG
Capital Management, LLC
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By:
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/s/
Dov Gertzulin
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Dov
Gertzulin, Managing Member
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DG
Value Partners II Master Fund, LP
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By:
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/s/
Dov Gertzulin
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Dov
Gertzulin, Managing Member of the General Partner, DG Capital Partners II, LLC
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Dov
Gertzulin
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By:
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/s/
Dov Gertzulin
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Dov
Gertzulin, Individually
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