UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
Tantech Holdings Ltd.
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(Name of Issuer) |
Common Shares, $.24 par value
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(Title of Class of Securities) |
September 30, 2024
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(Date of Event Which Requires Filing of this
Statement) |
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
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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Bigger Capital Fund, 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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SEC USE ONLY |
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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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50,000 shares
3,029,631 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* |
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PERSON WITH |
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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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50,000 shares
3,029,631 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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50,000 shares
3,029,631 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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4.99%* |
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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 Reporting Person holds Warrants to purchase an aggregate of 3,029,631 shares which
are subject to a 4.99% blocker. Accordingly, the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s
outstanding Common shares, $.24 par value per share (the “Common Stock”) held by the Reporting Person without reflecting
for the full exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9)
show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such
blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to
such blockers, is less than the number of securities reported in rows (6), (8) and (9).
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NAME OF REPORTING PERSON |
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Bigger Capital Fund GP, LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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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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50,000 shares
3,029,631 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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50,000 shares
3,029,631 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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50,000 shares
3,029,631 shares of Common 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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4.99%* |
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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 Reporting Person holds Warrants to purchase an aggregate of 3,029,631 shares which
are subject to a 4.99% blocker. Accordingly, the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s
outstanding Common shares, $.24 par value per share (the “Common Stock”) held by the Reporting Person without reflecting
for the full exercise of the warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9)
show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such
blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to
such blockers, is less than the number of securities reported in rows (6), (8) and (9).
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1 |
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NAME OF REPORTING PERSON |
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Michael Bigger |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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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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SHARED VOTING POWER |
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EACH |
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REPORTING |
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50,000 shares
3,029,631 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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50,000 shares
3,029,631 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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50,000 shares
3,029,631 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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4.99%* |
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12 |
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TYPE OF REPORTING PERSON |
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IN |
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* Consists of an aggregate
of 3,029,631 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital. As
more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to
such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares
of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the
actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than
the number of securities reported in rows (6), (8) and (9).
| Item 1(a). | Name of Issuer: |
Tantech Holdings Ltd, a British Virgin
Islands company.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
c/o Tantech Holdings (Lishui) Co., Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province 323000
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
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
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.”
| Item 2(d). | Title of Class of Securities: |
Common Shares, $.24 par value. (the “Common
Stock”)
G8675X149
| Item 3. | 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/ |
Not applicable. |
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(a) |
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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: ____ |
| (a) | Amount beneficially owned: |
As of November 6, 2024, Bigger Capital
beneficially owned an aggregate of 3,029,631 shares of Common Stock issuable upon the exercise of Warrants (collectively the “Warrants”).
As described below, the Warrants contain a 4.99% beneficial ownership limitation.
Bigger GP, as the general partner of Bigger
Capital, may be deemed to beneficially own the 50,000 shares of Common Stock and the 3,029,631 shares of Common Stock issuable upon exercise
of Warrants beneficially owned by Bigger Capital.
Mr. Bigger, as the managing member of Bigger
GP may be deemed to beneficially own the 50,000 shares of Common Stock and the 3,029,631 shares of Common Stock issuable upon exercise
of Warrants beneficially owned by Bigger Capital.
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.
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
8,343,755 shares of Common Stock outstanding as of July 24, 2024, as disclosed in the Prospectus filed by the Issuer under Rule 424B3
on July 26, 2024.
As of the close of business on November
6, 2024, each of Bigger Capital, Bigger GP, and Mr. Bigger may be deemed to beneficially own approximately 4.99% of the outstanding shares
of Common Stock.
Pursuant to the terms of the Warrants,
the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially
own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the “Blockers”), and the percentage
set forth in Row 11 of the cover page for each Reporting Person as well in this Item 4(b) gives effect to the Blockers.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following: [X].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1. Previously Filed.
| Item 9. | Notice of Dissolution of Group. |
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: November 6, 2024
Bigger Capital Fund, LP |
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Bigger Capital Fund GP, LLC |
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By: |
Bigger Capital Fund GP, LLC, its general partner |
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By: |
/s/ Michael Bigger |
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Michael Bigger |
By: |
/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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/s/ Michael Bigger |
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MICHAEL BIGGER |
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