(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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681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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8.0%*
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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 Secured Convertible
Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible
Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.
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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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681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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8.0%*
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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 Secured Convertible
Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible
Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.
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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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681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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8.0%*
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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 Secured Convertible
Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible
Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.
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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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|
681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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|
681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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|
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|
|
|
|
681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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8.0%*
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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 Secured Convertible
Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible
Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.
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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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|
681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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|
681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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|
|
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|
|
681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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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|
|
|
|
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8.0%*
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12
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TYPE OF REPORTING PERSON
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|
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|
OO
|
|
* As more fully described in Item 4, the Secured Convertible
Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible
Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.
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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
|
(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
|
|
NUMBER OF
|
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5
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SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
|
0
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OWNED BY
|
|
6
|
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SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
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|
SOLE DISPOSITIVE POWER
|
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|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note
409,091 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
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
8.0%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* As more fully described in Item 4, the Secured Convertible
Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible
Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.
|
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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
|
|
5
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|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,363,636 shares of Common Stock issuable upon a conversion of a secured convertible note*
818,182 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
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|
7
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|
SOLE DISPOSITIVE POWER
|
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|
|
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|
|
|
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|
0
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|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,363,636 shares of Common Stock issuable upon a conversion of a secured convertible note *
818,182 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,363,636 shares of Common Stock issuable upon a conversion of a secured convertible note *
818,182 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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|
|
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.9%*
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12
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TYPE OF REPORTING PERSON
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IN
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* Consists of 681,818 shares of Common Stock owned
by Bigger Capital issuable upon conversion of a secured convertible promissory note, 409,091 shares of Common Stock issuable upon exercise
of Warrants owned by Bigger Capital, 681,818 shares of Common Stock owned by District 2 CF issuable upon conversion of a secured convertible
promissory note, and 409,091 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF. As more fully described
in Item 4, the secured convertible promissory notes and Warrants are subject to a 9.99% 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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Eastside Distilling, Inc., a Nevada corporation.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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8911 NE Marx Dr, Suite A2,
Portland, Oregon 97220
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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”)
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: Delaware
Bigger Capital Fund GP, LLC (“Bigger GP”)
2250 Red Springs Drive
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
2250 Red Springs Drive
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, $.0001 par value.
277802302
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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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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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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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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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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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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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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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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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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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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 April 29, 2021, Bigger Capital beneficially
owned an aggregate of 681,818 shares issuable upon conversion of a secured convertible promissory note with a conversion price of $2.20
per share (the “Note(s)”) and an aggregate of 409,091 shares of Common Stock issuable upon the exercise of Warrants, at an
exercise price of $2.65 per share (collectively the “Warrants”). As described below, the Notes and Warrants contain a 9.99%
beneficial ownership limitation.
Bigger GP, as the general partner of Bigger
Capital, may be deemed to beneficially own the 681,818 shares of Common Stock issuable upon exercise of a Note and 409,091 shares of Common
Stock issuable upon exercise of Warrants held by Bigger Capital.
As of April 29, 2021, District 2 CF beneficially
owned 681,818 shares of Common Stock issuable upon conversion of a Note and 409,091 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 681,818 shares of Common Stock issuable upon conversion of a Note and the 409,091
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 681,818 shares of Common Stock issuable upon conversion of a Note and the 409,091
shares of Common Stock issuable upon exercise of the Warrants held by District 2 CF.
District 2 Holdings, as the managing member
of District 2 GP, may be deemed to beneficially own the 681,818 shares of Common Stock issuable upon conversion of a Note and the 409,091
shares of Common Stock issuable upon exercise of the Warrants held 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) 681,818 shares of Common Stock beneficially
owned by Bigger Capital, issuable upon conversion of a Note, (ii) 681,818 shares of Common Stock owned by District 2 CF, issuable upon
conversion of a Note, (iii) 409,091 shares of Common Stock, issuable upon exercise of Warrants owned by Bigger Capital, and (iv) 409,091
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
12,531,346 shares of Common Stock outstanding as of April 19, 2021 as reported in a Securities Purchase Agreement between certain Reporting
Persons and the Issuer.
As of the close of business on April 29,
2021, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 8.0% 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 8.0% of the outstanding
shares of Common Stock and (iii) Mr. Bigger may be deemed to beneficially own approximately 9.9 % of the outstanding shares of Common
Stock.
Pursuant to the terms of the Notes and
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 9.99% of the outstanding shares of Common Stock (the “Blockers”),
and the percentage set forth in Row 11 of the cover page for Mr. Bigger 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 9.99% 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 convert or exercise all of the Notes and
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: April 30, 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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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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