UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. )1
LM
Funding America, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
502074404
(CUSIP
Number)
DAVID
ELLIOT LAZAR
C/O
CUSTODIAN VENTURES LLC
1185
Avenue of the Americas, Third Floor
New
York, New York 10036
(646)
768-8417
SPENCER
FELDMAN, ESQ.
KENNETH
A. SCHLESINGER, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
July
27, 2021
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
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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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 disclosures provided in a prior cover
page.
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1
|
NAME
OF REPORTING PERSONS
CUSTODIAN
VENTURES LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
|
SOURCE
OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
WYOMING
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
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8
|
SHARED
VOTING POWER
283,103
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
283,103
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,103
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12
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14
|
TYPE
OF REPORTING PERSON
OO
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1
|
NAME
OF REPORTING PERSONS
DAVID
ELLIOT LAZAR
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO,
PF
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA,
ISRAEL
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
8
|
SHARED
VOTING POWER
283,103
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
283,103
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,103
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12
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14
|
TYPE
OF REPORTING PERSON
IN
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The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security
and Issuer.
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This
statement relates to the Common Stock, par value $0.001 per share (the “Shares”), of LM Funding America, Inc., a Delaware
corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1200 West Platt Street, Suite
100, Tampa, FL 33606.
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Item 2.
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Identity
and Background.
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(a) This
statement is filed by:
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(i)
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Custodian
Ventures LLC, a Wyoming limited liability company (“Custodian Ventures”); and
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(ii)
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David
Elliot Lazar, as the sole member and Chief Executive Officer of Custodian Ventures.
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Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of
the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
(b) The
principal business address of each of Custodian Ventures and Mr. Lazar is 1185 Avenue of the Americas, 3rd Floor, New York, New York
10036.
(c) The
principal business of Custodian Ventures is assisting and providing custodial services to distressed public companies in securities and
engaging in all related activities and transactions. The principal occupation of Mr. Lazar is serving as the sole member and Chief Executive
Officer of Custodian Ventures.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr.
Lazar is a citizen of the United States of America and Israel.
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Item 3.
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Source
and Amount of Funds or Other Consideration.
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The
Shares purchased by Custodian Ventures were purchased with working capital (which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price
of the 283,103 Shares directly beneficially owned by Custodian Ventures is approximately $1,143,736, excluding brokerage commissions.
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Item 4.
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Purpose
of Transaction.
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The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares
on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On
July 29, 2021, Custodian Ventures issued a press release (the “Press Release”) announcing its ownership interest in the
Issuer. The full text of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)
- (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of
the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in
communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other
third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions
involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization,
ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer
or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional
Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares,
including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item
4.
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Item 5.
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Interest
in Securities of the Issuer.
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The
aggregate percentage of Shares reported owned by each person named herein is based upon 5,414,296 Shares outstanding, which is the total
number of Shares outstanding as of May 7, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on May 14, 2021.
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(a)
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As
of the date hereof, Custodian Ventures directly beneficially owned 283,103 Shares.
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Percentage:
Approximately 5.2%
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(b)
|
1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 283,103
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 283,103
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(c)
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The
transactions in the Shares by Custodian Ventures during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Mr.
Lazar, as the sole member and Chief Executive Officer of Custodian Ventures, may be deemed
the beneficial owner of the 283,103 Shares owned by Custodian Ventures.
|
Percentage:
Approximately 5.2%
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(b)
|
1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 283,103
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 283,103
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(c)
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The
transactions in the Shares on behalf of Custodian during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
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The
filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of
the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
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(d)
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No
person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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On
July 29, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
|
Material
to be Filed as Exhibits.
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: July
29, 2021
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CUSTODIAN VENTURES LLC
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By:
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/s/ David Elliot Lazar
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Name:
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David Elliot Lazar
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Title:
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Chief Executive Officer
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/s/
David Elliot Lazar
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David
Elliot Lazar
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SCHEDULE
A
Transaction
in the Shares During the Past Sixty Days
Nature of Transaction
|
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Common Stock
Purchased/(Sold)
|
|
Price Per
Share($)
|
|
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Date of
Purchase/Sale
|
|
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|
|
|
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CUSTODIAN VENTURES LLC
|
|
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|
|
|
|
|
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Sale of Common Stock
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|
(10,000)
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|
6.0539
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|
|
07/08/2021
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Sale of Common Stock
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(10,000)
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6.7300
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07/08/2021
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Sale of Common Stock
|
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(5,000)
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6.4203
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|
|
07/08/2021
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Sale of Common Stock
|
|
(5,000)
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6.2701
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07/08/2021
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Sale of Common Stock
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(8,000)
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6.8872
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07/08/2021
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Purchase of Common Stock
|
|
10,000
|
|
3.9000
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07/23/2021
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Purchase of Common Stock
|
|
10,000
|
|
3.9900
|
|
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07/23/2021
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Purchase of Common Stock
|
|
10,000
|
|
3.9600
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|
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07/23/2021
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Purchase of Common Stock
|
|
10,000
|
|
4.0000
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|
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07/23/2021
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Purchase of Common Stock
|
|
9,000
|
|
3.9900
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|
|
07/23/2021
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Purchase of Common Stock
|
|
10,000
|
|
3.9178
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|
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07/23/2021
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Purchase of Common Stock
|
|
10,000
|
|
4.0358
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|
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07/23/2021
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Purchase of Common Stock
|
|
3,685
|
|
3.9762
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|
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07/23/2021
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Purchase of Common Stock
|
|
10,000
|
|
4.0412
|
|
|
07/23/2021
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Purchase of Common Stock
|
|
5,000
|
|
3.9784
|
|
|
07/23/2021
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Purchase of Common Stock
|
|
5,000
|
|
4.0536
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
10,000
|
|
4.1236
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
10,000
|
|
4.1200
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0500
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0300
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0400
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
10,000
|
|
4.0693
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0600
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0899
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0950
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0990
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
10,000
|
|
4.1164
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
10,000
|
|
4.1470
|
|
|
07/23/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0600
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0599
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0713
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0489
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0600
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0691
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
4,036
|
|
4.1071
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0995
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.1100
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0997
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
10,000
|
|
4.0900
|
|
|
07/26/2021
|
Purchase of Common Stock
|
|
8,403
|
|
4.0282
|
|
|
07/27/2021
|
Purchase of Common Stock
|
|
10,000
|
|
4.0300
|
|
|
07/27/2021
|
Purchase of Common Stock
|
|
10,000
|
|
3.9724
|
|
|
07/27/2021
|
Purchase of Common Stock
|
|
5,000
|
|
4.0070
|
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07/27/2021
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