10/10/2024 | Press release | Distributed by Public on 10/10/2024 18:31
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bigger Michael 11700 W CHARLESTON BLVD 170-659 LAS VEGAS, NV89135 |
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X |
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BIGGER CAPITAL FUND L P 159 JENNINGS RD COLD SPRING HARBOR, NY11724 |
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X |
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Bigger Capital Fund GP, LLC 11700 W CHARLESTON BLVD 170-659 LAS VEGAS, NV89135 |
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X |
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District 2 Capital Fund LP 14 WALL STREET 2ND FLOOR HUNTINGTON, NY11743 |
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X |
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District 2 Capital LP 175 W CARVER STREET HUNTINGTON, NY11743 |
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X |
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District 2 GP LLC 14 WALL STREET 2ND FLOOR HUNTINGTON, NY11743 |
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X |
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District 2 Holdings LLC 14 WALL STREET 2ND FLOOR HUNTINGTON, NY11743 |
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X |
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B.A.D. Company, LLC 11700 W CHARLESTON BLVD 170-659 LAS VEGAS, NV89135 |
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X |
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Bigger Capital, LLC 11700 W CHARLESTON BLVD 170-659 LAS VEGAS, NV89135 |
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X |
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/s/ Michael Bigger | 2024-10-10 |
**Signature of Reporting Person | Date |
Bigger Capital Fund, LP, By: Bigger Capital Fund GP, LLC, its general partner, By: /s/ Michael Bigger, Managing Member | 2024-10-10 |
**Signature of Reporting Person | Date |
Bigger Capital Fund GP, LLC, By: /s/ Michael Bigger, Managing Member | 2024-10-10 |
**Signature of Reporting Person | Date |
District 2 Capital Fund LP, By: District 2 GP LLC, its general partner, By: District 2 Holdings LLC, its managing member, By: /s/ Michael Bigger, Managing Member | 2024-10-10 |
**Signature of Reporting Person | Date |
District 2 Capital LP, By: District 2 Holdings LLC, its general partner, By: /s/ Michael Bigger, Managing Member | 2024-10-10 |
**Signature of Reporting Person | Date |
District 2 GP LLC, By: District 2 Holdings LLC, its managing member, By: /s/ Michael Bigger, Managing Member | 2024-10-10 |
**Signature of Reporting Person | Date |
District 2 Holdings LLC, By: /s/ Michael Bigger, Managing Member | 2024-10-10 |
**Signature of Reporting Person | Date |
The B.A.D. Company, LLC, By: Bigger Capital, LLC, its manager, By: /s/ Michael Bigger, Managing Member | 2024-10-10 |
**Signature of Reporting Person | Date |
Bigger Capital, LLC, By: /s/ Michael Bigger, Managing Member | 2024-10-10 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.38 to $2.505. |
(2) | The Reporting Persons listed on this Form 4 may be deemed members of a group holding equity securities of the Issuer. This filing shall not be deemed to be an affirmation that such a group exists for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose or that any such Reporting Person is a beneficial owner of securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(3) | These securities are directly held by The B.A.D. Company, LLC ("B.A.D"). The members of B.A.D. are Bigger Capital Fund, LP ("Bigger Capital"), District 2 Capital Fund LP ("District 2 CF") and other entities. The Manager of B.A.D. is Bigger Capital, LLC, which has voting and dispositive power over the securities directly held by B.A.D. Michael Bigger, as the managing member of Bigger Capital, LLC, may be deemed to beneficially own the securities owned by B.A.D. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.12 to $2.34. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.17 to $2.35. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.84 to $2.19. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.41 to $1.93. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.38 to $1.48. |
(9) | These securities are directly held by Bigger Capital. Bigger Capital Fund GP, LLC ("Bigger GP"), as the general partner of Bigger Capital, may be deemed to beneficially own the securities directly held by Bigger Capital. Michael Bigger, as the managing member of Bigger GP, may be deemed to beneficially own the securities held directly by Bigger Capital. |
(10) | These securities are directly held by District 2 CF. District 2 Capital LP ("District 2"), as the investment manager of District 2 CF, may be deemed to beneficially own the securities directly held by District 2 CF. District 2 GP LLC ("District 2 GP"), as the general partner of District 2 CF, may be deemed to beneficially own the securities direclty held by District 2 CF. District 2 Holdings LLC ("District 2 Holdings"), as the managing member of District 2 GP, may be deemed to beneficially own the securities held by District 2 CF. Michael Bigger, as the managing member of District 2 Holdings, may be deemed to beneficially own the securities owned by District 2 CF. |
(11) | The Series C Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. |