Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
|
Timber
Pharmaceuticals, Inc.
|
(Name
of Issuer)
|
|
Common
Stock, $0.001 par value
|
(Title
of Class of Securities)
|
|
887080109
|
(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:
|
☐
|
Rule
13d-1(b)
|
|
☒
|
Rule
13d-1(c)
|
|
☐
|
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).
Page
2 of 8
1
|
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
206,875
shares of Common Stock issuable upon exercise of Bridge Warrants (1)
8,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
5,008,691
shares of Common Stock issuable upon exercise of Series B Warrants (1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
206,875
shares of Common Stock issuable upon exercise of Bridge Warrants (1)
8,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
5,008,691
shares of Common Stock issuable upon exercise of Series B Warrants (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,875
shares of Common Stock issuable upon exercise of Bridge Warrants (1)
8,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
5,008,691
shares of Common Stock issuable upon exercise of Series B Warrants (1)
|
|
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%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
IA,
PN
|
|
|
|
|
|
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(1)
As more fully described in Item 4, the Series A Warrants and Series B Warrants are each subject to a 9.99% blocker while the
Bridge Warrants are subject to a 4.99% 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 the Reported Warrants and do not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common
Stock beneficially owned by each such Reporting Person, after giving effect to the Warrant Blockers, is less than the
number of securities reported in rows (6), (8) and (9).
(2)
Based on 12,032,391 shares of Common Stock outstanding as of November 20, 2020 as set forth in the Issuer’s Form 424B3 filed
with the Securities and Exchange Commission on December 11, 2020.
|
Page
3 of 8
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
206,875
shares of Common Stock issuable upon exercise of Bridge Warrants (1)
8,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
5,008,691
shares of Common Stock issuable upon exercise of Series B Warrants (1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
206,875
shares of Common Stock issuable upon exercise of Bridge Warrants (1)
8,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
5,008,691
shares of Common Stock issuable upon exercise of Series B Warrants (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,875
shares of Common Stock issuable upon exercise of Bridge Warrants (1)
8,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
5,008,691
shares of Common Stock issuable upon exercise of Series B Warrants (1)
|
|
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%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
(1)
As more fully described in Item 4, the Series A Warrants and Series B Warrants are eachsubject to a 9.99% blocker while the
Bridge Warrants are subject to a 4.99% 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 the Reported
Warrants and do not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock beneficially owned
by each such Reporting Person, after giving effect to the Warrant Blockers, is less than the number of securities reported in rows
(6), (8) and (9).
(2)
Based on 12,032,391 shares of Common Stock outstanding as of November 20, 2020 as set forth in the Issuer’s Form 424B3
filed with the Securities and Exchange Commission on December 11 , 2020.
Page
4 of 8
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
206,875
shares of Common Stock issuable upon exercise of Bridge Warrants (1)
8,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
5,008,691
shares of Common Stock issuable upon exercise of Series B Warrants (1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
206,875
shares of Common Stock issuable upon exercise of Bridge Warrants (1)
8,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
5,008,691
shares of Common Stock issuable upon exercise of Series B Warrants (1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,875
shares of Common Stock issuable upon exercise of Bridge Warrants (1)
8,878,414
shares of Common Stock issuable upon exercise of Series A Warrants (1)
5,008,691
shares of Common Stock issuable upon exercise of Series B Warrants (1)
|
|
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%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1) As
more fully described in Item 4, the Series A Warrants and Series B Warrants are each subject to a 9.99% blocker while the
Bridge Warrants are subject to a 4.99% 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 the
Reported Warrants and do not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock
beneficially owned by each such Reporting Person, after giving effect to the Warrant Blockers, is less than the number of
securities reported in rows (6), (8) and (9).
(3)
Based on 12,032,391 shares of Common Stock outstanding as of November 20, 2020 as set forth in the Issuer’s Form 424B3
filed with the Securities and Exchange Commission on December 11, 2020.
Page 5 of 8
Item 1(a).
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Name of Issuer: Timber Pharmaceuticals, Inc. (the “Issuer”)
|
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
50 Tice Blvd, Suite A26
Woodcliff Lake, NJ 07677
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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 Growth Fund, LP (the “Fund”), Altium Capital Management, LLC, 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
152 West 57th Street, FL 20, New York, NY 10019
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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, $0.001 par value (“Common Stock”)
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Item 2(e).
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CUSIP Number: 887080109
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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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Page 6 of 8
CUSIP No.
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887080109
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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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(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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☐
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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.
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 12,032,391 shares of Common Stock outstanding as of November
20, 2020 as set forth in the Issuer’s Form 424B3 filed with the Securities and Exchange Commission on December 11, 2020.
Pursuant to the terms of the securities
purchase agreement entered into between the Fund and the Issuer, the Fund purchased Series A Warrants, Series B Warrants and Bridge
Warrants (collectively the “Reported Warrants”). The Reporting Persons can neither exercise the Series A Warrants
nor the Series B 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 “Series Warrant Blocker”). In addition, the Reporting Persons
cannot exercise the Bridge Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than
4.99% of the outstanding shares of Common Stock ((the “Bridge Warrant Blocker”) and together with the Series
Warrant Blocker the “Warrant Blockers”). The percentage set forth in Row 11 of the cover page for each Reporting
Person gives effect to the Warrant 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 Reported Warrants.
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Page 7 of 8
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.
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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: February 16, 2021
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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:
Title:
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Jacob Gottlieb
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:
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/s/ Jacob Gottlieb
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Name:
Title:
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Jacob Gottlieb
Managing Member of Altium Growth GP, LLC
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Altium Growth GP, LLC
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By:
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/s/ Jacob Gottlieb
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Name:
Title:
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Jacob Gottlieb
Managing Member
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Page 8 of 8
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