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. 8)1
MEI Pharma, Inc.
(Name
of Issuer)
Common Stock, $0.00000002 par value
(Title of Class of Securities)
55279B202
(CUSIP Number)
JACOB MA-WEAVER
CABLE CAR CAPITAL LLC
601 California Street, Suite 1151
San Francisco, California 94108
(415) 857-1965 |
BRUCE R. WINSON
ANSON FUNDS MANAGEMENT LP
16000 Dallas Parkway, Suite 800
Dallas, Texas 75248
(214) 866-0202 |
ANDREW FREEDMAN, 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)
October 31, 2023
(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.
1
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.
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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Funicular Funds, LP |
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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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SOURCE OF FUNDS |
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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 |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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611,440 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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611,440 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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611,440 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.2% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Cable Car Capital 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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SOURCE OF FUNDS |
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AF |
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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 |
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California |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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611,440 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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611,440 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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611,440 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.2% |
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14 |
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TYPE OF REPORTING PERSON |
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IA, OO |
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1 |
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NAME OF REPORTING PERSON |
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Jacob Ma-Weaver |
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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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SOURCE OF FUNDS |
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OO |
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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 |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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611,440 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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611,440 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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611,440 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.2% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Anson Investments Master Fund LP |
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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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SOURCE OF FUNDS |
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AF |
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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 |
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Cayman Islands |
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NUMBER OF |
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7 |
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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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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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841,674 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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841,674 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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841,674 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.6% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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AIMF GP 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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SOURCE OF FUNDS |
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AF |
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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 |
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Texas |
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NUMBER OF |
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7 |
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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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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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841,674 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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841,674 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
|
|
|
|
|
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841,674 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.6% |
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14 |
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TYPE OF REPORTING PERSON |
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HC, OO |
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1 |
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NAME OF REPORTING PERSON |
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Anson East Master Fund LP |
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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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SOURCE OF FUNDS |
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AF |
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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 |
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Cayman Islands |
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NUMBER OF |
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7 |
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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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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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214,304 |
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PERSON WITH |
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9 |
|
SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
|
SHARED DISPOSITIVE POWER |
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214,304 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
|
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|
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|
214,304 |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
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|
3.2% |
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|
14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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|
AEMF GP 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 |
|
SOURCE OF FUNDS |
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|
AF |
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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 |
|
|
|
|
|
|
|
|
|
|
Texas |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
214,304 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
214,304 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
214,304 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
3.2% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
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|
HC, OO |
|
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|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
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|
|
Anson Opportunities Master Fund LP |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
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|
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|
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|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Cayman Islands |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
37,210 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
37,210 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
37,210 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
AOMF GP, LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Texas |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
37,210 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
37,210 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
37,210 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
HC, OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Anson Funds Management LP |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Texas |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
1,093,188 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
16.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
IA, PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Anson Management GP LLC |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Texas |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
1,093,188 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
16.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
HC, OO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Bruce R. Winson |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
1,093,188 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
16.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
HC, IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Anson Advisors Inc. |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
WC |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Ontario, Canada |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
1,093,188 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
16.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
FI, CO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Amin Nathoo |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Canada |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
1,093,188 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
16.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
HC, IN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
Moez Kassam |
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
|
|
|
|
|
|
|
AF |
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
|
|
|
|
|
|
|
Canada |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
1,093,188 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,093,188 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
16.4% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
HC, IN |
|
The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms
in the Schedule 13D. The beneficial ownership reported herein has been rounded to the nearest whole share, as applicable.
| Item 4. | Interest in Securities of the Issuer |
Item 4 is hereby amended
to add the following:
On October 31, 2023, the
Issuer entered into a cooperation agreement (the “Cooperation Agreement”) with the Reporting Persons and Taheer Datoo (“Mr.
Datoo” and together with the Reporting Persons and their affiliates, the “Investor Group”) and solely for the purpose
of Sections 1(f) and 2 of the Cooperation Agreement, James Flynn (“Mr. Flynn”) and solely for the purposes of Section 2 of
the Cooperation Agreement, Mark Feldberg.
Pursuant to the terms of
the Cooperation Agreement, the Issuer agreed, among other things, effective as of the date of the Cooperation Agreement (the “Effective
Date”), (i) to appoint Messrs. Datoo and Flynn (collectively, the “Investor Directors”) and Steven Wood (together with
the Investor Directors, the “New Directors”) to the Board of Directors (the “Board”), with terms expiring at the
Issuer’s annual meeting of stockholders for the fiscal year ending June 30, 2024 (the “2024 Annual Meeting”), (ii) to
accept the resignations tendered by each of Daniel P. Gold, Ph.D., Tamar D. Howson and Sujay R. Kango from the Board, (iii) that through
the end of the Issuer’s annual meeting of stockholders for the fiscal year ending June 30, 2026 (the “2026 Annual Meeting”),
the size of the Board shall not exceed eight members without the prior written consent of the Investor Group, (iv) to form a capital allocation
committee of the Board (the “Capital Allocation Committee”) to advise the full Board on the Issuer’s strategic allocation of capital to support (x) the development of the its drug candidate programs and (y) other value creation
or preservation measures, with a view toward maximizing stockholder value. Under the Cooperation Agreement, the Capital Allocation Committee
will consist of no more than five directors, comprised of the New Directors and two other directors to be designated by the Board, with
the Chair to be recommended by the Nominating and Governance Committee of the Board. The New Directors will also be nominated for election
at the 2024 Annual Meeting and were appointed to certain committees of the Board as set forth in the Cooperation Agreement.
The Cooperation Agreement
also provides that promptly following the Effective Date, the Issuer will take the necessary and appropriate actions to declare, no later
than five business days after the Effective Date, a special cash dividend of not less than $1.75 per Share, which dividend shall be paid
no more than 30 days following the date of declaration. The Issuer further agreed that if (i) at least 17 patients in Cohort 1 of the
current ME-344 phase 1b clinical trial (“Protocol ME-344-003”) have disease progression prior to week 16 of treatment or
(ii) the Board otherwise determines, no sooner than 180 days following the Effective Date and prior to the initiation of Cohort 2 of
Protocol ME-344-003, not to proceed with said Cohort 2, the Issuer will take the necessary and appropriate actions to effect a second
return of capital of approximately $9.33 million in the aggregate, in the form of a dividend or tender offer, as determined in the discretion
of the Board. The Cooperation Agreement further sets forth, among other things, certain subscription requirements for the Investor Group
in the event the Board determines to effectuate the second return of capital in the form of a tender offer.
Pursuant to the Cooperation
Agreement, if either of the Investor Directors (or any replacement director thereof) is unable or unwilling to serve as a director or
ceases to be a director for any reason at any time prior to the Termination Date (as defined below), then the Investor Group has the ability
to recommend a substitute person to serve on the Board who meets certain qualifications in accordance with the terms and procedures set
forth in the Cooperation Agreement. The Investor Group’s right with respect to the replacement of any Investor Director is contingent
upon the Investor Group beneficially owning in the aggregate at least 10.0% of the Issuer’s then outstanding Shares (the “Minimum
Ownership Amount”); provided that at any time the Cable Car Investors and the Anson Investors (each as defined in the Cooperation
Agreement) cease to be members of a Section 13(d) group with one another following the Effective Date, then the Minimum Ownership Amount
shall be based on 3% of the outstanding Shares beneficially owned in the aggregate by the Cable Car Investors and 7% of the outstanding
Shares beneficially owned in the aggregate by the Anson Investors. The Cooperation Agreement further provides that in the event the Investor
Group ceases to beneficially own the Minimum Ownership Amount, the Investor Group will cause each of the Investor Directors to offer their
resignation from the Board (subject to the Board’s discretion as to whether to accept or reject such resignations).
Pursuant to the Cooperation
Agreement, the Investor Group irrevocably withdrew its solicitation of written consents from the Issuer’s stockholders to take certain
actions without a stockholders’ meeting (the “Consent Solicitation”) and nomination of director candidates for election
to the Board at the 2024 Annual Meeting, and all related materials and notices submitted to the Issuer in connection therewith. The Investor
Group also agreed to irrevocably cease any and all solicitation and other activities in connection with the Consent Solicitation.
Under the Cooperation Agreement,
in connection with the 2024 Annual Meeting and the Issuer’s annual meeting of stockholders for the fiscal year ending June 30, 2025
(the “2025 Annual Meeting”), the Investor Group is required to vote all Shares beneficially owned (a) in favor of the election
of all of the director nominees recommended for election by the Board and (b) in accordance with the Board’s recommendation on all
other proposals; provided, however, that in the event that ISS or Glass Lewis (each as defined therein) recommend otherwise with respect
to any proposals (other than the election of directors), the Investor Group is permitted to vote in accordance with the ISS or Glass Lewis
recommendation; provided, further, that the Investor Group is permitted to vote in its sole discretion with respect to any publicly announced
proposals relating to an Extraordinary Transaction (as defined in therein).
From the period commencing
on the Effective Date until the Termination Date, the Investor Group also agreed to certain customary standstill provisions, generally
prohibiting it from, among other things, (i) engaging in any solicitation of proxies or consents, (ii) entering into any voting agreement
or forming, joining or acting in concert with any “group” (other than among the Investor Group), (iii) making or participating
in any offer or proposal with respect to any Extraordinary Transaction either publicly or in a manner that would reasonably require public
disclosure by the Issuer or the Investor Group, (iv) seeking, alone or in concert with others, election or appointment to the Board, or
the removal of any directors, or bring any other business before any meeting of the Issuer’s stockholders or through a consent solicitation,
(v) initiating, knowingly encouraging or participating in any “withhold” or similar campaign with respect to any meeting of
the Issuer’s stockholders or action by consent, or (vi) acquiring ownership of any Shares or other Issuer securities not beneficially
owned by the Investor Group immediately prior to the Effective Date.
Additionally, under the Cooperation
Agreement, the Issuer and the Investor Group made certain customary representations, agreed to mutual non-disparagement provisions, and
the Issuer agreed to issue a mutually agreeable press release announcing certain terms of the Cooperation Agreement.
The Cooperation Agreement
will terminate on the date that is the earlier of (a) 45 days before the nomination window closes under the Issuer’s Fifth Amended
and Restated By-Laws for the 2026 Annual Meeting, and (b) 120 days prior to the first anniversary of the 2024 Annual Meeting (the “Termination
Date”).
The foregoing description
of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation
Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended
to add the following:
As set forth above in Item
4, on October 31, 2023, the Investor Group entered into the Cooperation Agreement with the Issuer. The Cooperation Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Materials to be Filed as Exhibits |
Item
7 is hereby amended to add the following exhibit:
| 99.1 | Cooperation Agreement, dated October 31, 2023 (Incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by the Issuer on November 1, 2023). |
Signatures
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 1, 2023
|
CABLE CAR CAPITAL LLC |
|
|
|
By: |
/s/ Jacob Ma-Weaver |
|
|
Name: |
Jacob Ma-Weaver |
|
|
Title: |
Managing Member |
|
FUNICULAR FUNDS, LP |
|
|
|
By: |
Cable Car Capital LLC |
|
|
|
|
By: |
/s/ Jacob Ma-Weaver |
|
|
Name: |
Jacob Ma-Weaver |
|
|
Title: |
Managing Member |
|
/s/ Jacob Ma-Weaver |
|
JACOB MA-WEAVER |
|
ANSON FUNDS MANAGEMENT LP |
|
|
|
By: |
Anson Management GP LLC, its general partner |
|
|
|
|
By: |
/s/ Bruce R. Winson |
|
|
Name: |
Bruce R. Winson |
|
|
Title: |
Manager |
|
ANSON MANAGEMENT GP LLC |
|
|
|
By: |
/s/ Bruce R. Winson |
|
|
Name: |
Bruce R. Winson |
|
|
Title: |
Manager |
|
ANSON ADVISORS INC. |
|
|
|
By: |
/s/ Amin Nathoo |
|
|
Name: |
Amin Nathoo |
|
|
Title: |
Director |
|
|
|
|
|
By: |
/s/ Moez Kassam |
|
|
Name: |
Moez Kassam |
|
|
Title: |
Director |
|
ANSON INVESTMENTS MASTER FUND LP |
|
|
|
By: |
AIMF GP LLC, its general partner |
|
|
|
|
By: |
/s/ Bruce R. Winson |
|
|
Name: |
Bruce R. Winson |
|
|
Title: |
Director |
|
AIMF GP LLC |
|
|
|
By: |
/s/ Bruce R. Winson |
|
|
Name: |
Bruce R. Winson |
|
|
Title: |
Director |
|
ANSON EAST MASTER FUND LP |
|
|
|
By: |
AEMF GP LLC, its general partner |
|
|
|
|
By: |
/s/ Bruce R. Winson |
|
|
Name: |
Bruce R. Winson |
|
|
Title: |
Director |
|
AEMF GP LLC |
|
|
|
By: |
/s/ Bruce R. Winson |
|
|
Name: |
Bruce R. Winson |
|
|
Title: |
Director |
|
ANSON OPPORTUNITIES MASTER FUND LP |
|
|
|
By: |
AOMF GP, LLC, its general partner |
|
|
|
|
By: |
/s/ Bruce R. Winson |
|
|
Name: |
Bruce R. Winson |
|
|
Title: |
Director |
|
AOMF GP, LLC |
|
|
|
By: |
/s/ Bruce R. Winson |
|
|
Name: |
Bruce R. Winson |
|
|
Title: |
Director |
|
/s/ Bruce R. Winson |
|
Bruce R. Winson |
|
/s/ Amin Nathoo |
|
Amin Nathoo |
|
/s/ Moez Kassam |
|
Moez Kassam |
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