(Amendment No. )1
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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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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
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SOLE VOTING POWER
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SHARES
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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
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729,029 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
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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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729,029 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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729,029 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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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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3.5%*
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12
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TYPE OF REPORTING PERSON
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PN
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* As more fully described in Item 4, the Warrants
are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s
outstanding Common Stock, $.001 par value per share (the “Common Stock”) held by the Reporting Person without reflecting
for the exercise of the Warrants. In addition, 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 the exercise of all such Warrants and do not give effect
to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by 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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1
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NAME OF REPORTING PERSON
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Bigger Capital Fund GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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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
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SOLE VOTING POWER
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SHARES
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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
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729,029 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
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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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729,029 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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729,029 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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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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3.5%*
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12
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TYPE OF REPORTING PERSON
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OO
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* As more fully
described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage
ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants.
In addition, 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 the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual
number of shares of Common Stock beneficially owned by 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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1
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NAME OF REPORTING PERSON
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District 2 Capital Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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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
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SOLE VOTING POWER
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SHARES
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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
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724,252 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
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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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724,252 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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724,252 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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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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3.5%*
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12
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TYPE OF REPORTING PERSON
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PN
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* As more fully
described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage
ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants.
In addition, 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 the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual
number of shares of Common Stock beneficially owned by 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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1
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NAME OF REPORTING PERSON
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District 2 Capital LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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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
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SOLE VOTING POWER
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SHARES
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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
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724,252 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
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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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724,252 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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|
|
724,252 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
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|
10
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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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3.5%*
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12
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TYPE OF REPORTING PERSON
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|
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|
PN
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* As more fully
described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage
ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants.
In addition, 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 the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual
number of shares of Common Stock beneficially owned by 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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1
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NAME OF REPORTING PERSON
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District 2 GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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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
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SOLE VOTING POWER
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SHARES
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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
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724,252 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
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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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724,252 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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724,252 shares of Common Stock
425,000 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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3.5%*
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12
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TYPE OF REPORTING PERSON
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|
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|
OO
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|
* As more fully
described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage
ownership of all of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants.
In addition, 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 the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual
number of shares of Common Stock beneficially owned by 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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1
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NAME OF REPORTING PERSON
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District 2 Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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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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|
|
|
|
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|
|
Delaware
|
|
NUMBER OF
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5
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|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
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|
724,252 shares of Common Stock
425,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
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|
|
|
|
|
|
|
|
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|
0
|
|
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|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
724,252 shares of Common Stock
425,000 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
|
|
|
|
|
|
|
|
|
|
|
724,252 shares of Common Stock
425,000 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)
|
|
|
|
|
|
|
|
|
|
|
3.5%*
|
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|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* As more fully described in Item 4, the Warrants
are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s
Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants. In addition, 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
the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock
beneficially owned by 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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1
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NAME OF REPORTING PERSON
|
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|
Michael Bigger
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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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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
USA
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NUMBER OF
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5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
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|
BENEFICIALLY
|
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|
|
0
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|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
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|
|
|
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|
REPORTING
|
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|
|
1,453,281 shares of Common Stock*
850,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
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0
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8
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SHARED DISPOSITIVE POWER
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1,453,281 shares of Common Stock*
850,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,453,281 shares of Common Stock*
850,000 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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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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7.0%*
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12
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TYPE OF REPORTING PERSON
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IN
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* Consists of 729,029 shares of Common Stock
owned by Bigger Capital, 425,000 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, 724,252
shares of Common Stock owned by District 2 CF, and 425,000 shares of Common Stock issuable upon exercise of Warrants owned by District
2 CF. As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11)
gives effect to such blockers. 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 the exercise of all such Warrants and do not give effect to such
blockers. Therefore, the actual number of shares of Common Stock beneficially owned by 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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Item 1(a).
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Name of Issuer:
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GT Biopharma, Inc., a Delaware corporation
(the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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9350 Wilshire Blvd.
Suite 203
Beverly Hills, CA 90212
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Bigger Capital Fund, LP (“Bigger Capital”)
11434 Glowing Sunset Lane
Las Vegas, NV 89135
Citizenship: Delaware
Bigger Capital Fund GP, LLC (“Bigger GP”)
11434 Glowing Sunset Lane
Las Vegas, NV 89135
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
11434 Glowing Sunset Lane
Las Vegas, NV 89135
Citizenship: USA
Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
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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
(the “Common Stock”).
36254l209
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
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/x/
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Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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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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/ /
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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 February 11, 2021, Bigger
Capital beneficially owned 729,029 shares of Common Stock, and an aggregate of 425,000 shares of Common Stock currently issuable
upon the exercise of Warrants with an exercise price of $5.50 per share (collectively the “Warrants”). As described
below, the Warrants contain a 4.99% beneficial ownership limitation.
Bigger GP, as the general partner
of Bigger Capital, may be deemed to beneficially own the 729,029 shares of Common Stock and 425,000 shares of Common Stock issuable
upon exercise of Warrants beneficially owned by Bigger Capital.
As of February 11, 2021, District
2 CF beneficially owned 724,252 shares of Common Stock, and 425,000 shares of Common Stock issuable upon the exercise of Warrants
owned by District 2 CF. As described below, the Warrants contain a 4.99% beneficial ownership limitation.
District 2, as the investment manager
of District 2 CF, may be deemed to beneficially own the 724,252 shares of Common Stock beneficially owned by District 2 CF and
the 425,000 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 724,252 shares of Common Stock beneficially owned by District 2 CF and
the 425,000 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 724,252 shares of Common Stock beneficially owned by District 2
CF and the 425,000 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) 729,029 shares of Common
Stock beneficially owned by Bigger Capital, (ii) 724,252 shares of Common Stock beneficially owned by District 2 CF, (iii) 425,000
shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, and (iv) 425,000 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. 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 20,637,956 shares of Common Stock outstanding as of February 11,2021 as reported in the Issuer’s Prospectus filed under
Rule 424B4 with the Securities Exchange Commission on February 12, 2021.
As of the close of business on
February 11, 2021, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 3.5% 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 3.5% of the outstanding shares of Common Stock and (iii) Mr. Bigger may be deemed to beneficially own approximately 7.0% of
the outstanding shares of Common Stock.
Pursuant to the terms of the Warrants,
the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would
beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the “Blockers”),
and the percentage set forth in Row 11 of the cover page for each Reporting Person as well in this Item 4(b) gives effect to the
Blockers. Mr. Bigger may be deemed to be the beneficial owner of more than 4.99% of the outstanding shares of Common Stock. Consequently,
as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of
the Warrants due to the Blockers.
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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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Not Applicable.
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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 may be
deemed to 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 may be deemed to 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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See Exhibit 99.1.
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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 17, 2021
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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|
|
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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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|
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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
|
|
Michael Bigger
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