Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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|
Bigger Capital Fund, LP
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
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|
(b) ☐
|
|
|
|
|
|
|
|
3
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SEC USE ONLY
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4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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|
Delaware
|
|
NUMBER OF
|
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5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,191,979 shares of Common Stock
3,831,137 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,191,979 shares of Common Stock
3,831,137 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,191,979 shares of Common Stock
3,831,137 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
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|
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|
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|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
1.9%*
|
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|
12
|
|
TYPE OF REPORTING PERSON
|
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|
|
|
|
|
|
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|
PN
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|
* As more fully
described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage
ownership of the Issuer’s outstanding Common Stock, $.001 par value per share (the “Common Stock”) held by the
Reporting Person without reflecting for the exercise of the Warrants. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such
Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by
such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and
(9).
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1
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NAME OF REPORTING PERSON
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Bigger Capital Fund GP, LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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|
3
|
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SEC USE ONLY
|
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|
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|
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|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
3,191,979 shares of Common Stock
3,831,137 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
3,191,979 shares of Common Stock
3,831,137 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
3,191,979 shares of Common Stock
3,831,137 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.9%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* As more fully
described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage
ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants.
However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common
Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than
the number of securities reported in rows (6), (8) and (9).
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1
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NAME OF REPORTING PERSON
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District 2 Capital Fund LP
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
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|
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(b) ☐
|
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|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
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|
|
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|
|
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|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.7%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* As more fully
described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage
ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants.
However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common
Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than
the number of securities reported in rows (6), (8) and (9).
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
District 2 Capital LP
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.7%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
* As more fully
described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage
ownership of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants.
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
District 2 GP LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.7%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* As more fully
described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage
ownership of all of the Issuer’s Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants.
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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
District 2 Holdings LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock
4,814,250 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.7%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* As more fully described in Item 4, the Warrants
are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s
Common Stock held by the Reporting Person without reflecting for the exercise of the Warrants. 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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Michael Bigger
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
496,496 shares of Common Stock
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
7,570,592 shares of Common Stock*
8,645,387 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
496,496 shares of Common Stock
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
7,570,592 shares of Common Stock*
8,645,387 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
7,570,592 shares of Common Stock*
8,645,387 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
4.9%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Consists of 3,191,979 shares of Common Stock
owned by Bigger Capital, 3,831,137 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, 2,828,613
shares of Common Stock owned by District 2 CF, 4,814,250 shares of Common Stock issuable upon exercise of Warrants owned by District
2 CF, 496,496 shares of Common Stock held by Mr. Bigger through an IRA, 1,150,000 shares of Common Stock through an IRA held by
Patricia Winter, the spouse of Mr. Bigger and an aggregate of 400,000 shares of Common Stock through an IRA held by the sons of
Mr. Bigger. 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).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Patricia Winter
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Austria
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
1,150,000 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
0 shares*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,150,000 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,150,000*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Consists of 1,150,000
shares of Common Stock held through an IRA. Excludes shares deemed beneficially owned by Michael
Bigger, the spouse of Ms. Winter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Eric Schlanger
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
224,067 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
2,828,613 shares of Common Stock*
4,184,250 shares of Common Stock issuable upon exercise of Warrants (See item 4)*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
224,067 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock*
4,184,250 shares of Common Stock issuable upon exercise of Warrants (See item 4)*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
2,828,613 shares of Common Stock*
4,184,250 shares of Common Stock issuable upon exercise of Warrants (See item 4)*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
1.9% *
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*Consists of 224,067 and
2,828,613 shares of Common Stock held by Mr. Schlanger and District 2 Capital Fund LP respectively and Warrants to purchase 4,814,250
shares of Common Stock held by District 2 Capital Fund LP. which are not exercisable due to certain exercise limitations, which
provide that the Warrants may not be exercised if, after such exercise, the Reporting Person or affiliates of the Reporting Person
would beneficially own more than 4.99% of the number of shares of Common Stock outstanding. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker is less than the number of securities
reported in rows (6), (8) and (9).
This Amendment No. 1 to Schedule 13G
is being filed to reflect a change in the beneficial ownership since the initial filing of the Schedule 13G
|
Item 1(a).
|
Name of Issuer:
|
Actinium Pharmaceuticals, Inc.,
a Delaware corporation (the “Issuer”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
275 Madison Avenue
7th Floor
New York, New York 10016
|
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”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
Bigger Capital Fund GP, LLC (“Bigger GP”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 Capital Fund LP (“District 2 CF”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 Capital LP (“District 2”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 GP LLC (“District 2 GP”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 Holdings LLC (“District 2 Holdings”)
175 W. Carver Street
Huntington, NY 11743
Citizenship: Delaware
Michael Bigger
175 W. Carver Street
Huntington, NY 11743
Citizenship: USA
Patricia Winter
175 W. Carver Street
Huntington, NY 11743
Citizenship: Austria
Eric Schlanger
175 W. Carver Street
Huntington, NY 11743
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 Stock, $0.001 par value (the
“Common Stock”).
00507W107
|
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:
|
|
|
/x/
|
Not applicable.
|
|
|
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Exchange Act.
|
|
|
|
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
|
|
|
(e)
|
/ /
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
(f)
|
/ /
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g)
|
/ /
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
(h)
|
/ /
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
|
|
(i)
|
/ /
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
|
|
|
|
(j)
|
/ /
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
|
|
|
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 December 31, 2019, Bigger
Capital beneficially owned 3,191,979 shares of Common Stock, and an aggregate of 3,831,137 shares of Common Stock currently issuable
upon the exercise of Warrants with exercise prices ranging from $.5 per share to $1.05 per share (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 3,191,979 shares of Common Stock and 3,831,137 shares of Common Stock
issuable upon exercise of Warrants beneficially owned by Bigger Capital.
As of December 31, 2019, District
2 CF beneficially owned 2,828,613 shares of Common Stock, and 4,814,250 shares of Common Stock issuable upon the exercise of Warrants
owned by District 2 CF. As described below, the Warrants contain a 4.99% beneficial ownership limitation.
District 2, as the investment manager
of District 2 CF, may be deemed to beneficially own the 2,828,613 shares of Common Stock beneficially owned by District 2 CF and
the 4,814,250 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.
District 2 GP, as the general partner
of District 2 CF, may be deemed to beneficially own the 2,828,613 shares of Common Stock beneficially owned by District 2 CF and
the 4,814,250 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.
District 2 Holdings, as the managing
member of District 2 GP, may be deemed to beneficially own the 2,828,613 shares of Common Stock beneficially owned by District
2 CF and the 4,814,250 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.
Mr. Bigger, as the managing member
of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 3,191,979 shares of Common
Stock beneficially owned by Bigger Capital, (ii) 2,828,613 shares of Common Stock beneficially owned by District 2 CF, (iii) 3,831,137
shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, and (iv) 4,814,250 shares of Common Stock issuable
upon exercise of Warrants owned by District 2 CF. Mr. Bigger also through his IRA owns 496,496 shares of Common Stock and may be
deemed the beneficial owner of 1,150,00 shares of Common Stock owned by his spouse Patricia Winter through an IRA and an aggregate
of 400,000 shares held by his sons through IRAs.
Ms. Winter holds 1,150,000 shares
through an IRA.
Mr. Schlanger, as a partner of District
2 Holdings, may be deemed to beneficially own the (i) 2,828,613 shares of Common Stock beneficially owned by District 2 CF and
(ii) 4,814,250 shares of Common Stock issuable upon exercise of warrants beneficially owned by District 2 CF. Mr. Schlanger also
owns 224,067 shares of Common Stock.
The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another
Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned
by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings, Mr. Bigger and Mr. Schlanger disclaims beneficial ownership
of the shares of Common Stock beneficially owned by District 2 CF, Mr. Bigger disclaims beneficial ownership of the shares held
by Patricia Winter and his sons, and Ms. Winter disclaim beneficial ownership of the shares of Common Stock held by Mr. Bigger.
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 164,701,167 shares of Common Stock outstanding as of November 15, 2019, as represented in the Company’s Definitive Proxy
Statement filed with the Securities and Exchange Commission on November 25, 2019.
As of the close of business on December
31, 2019, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 1.9% of the outstanding shares
of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own
1.7% of the outstanding shares of Common Stock, (iii) Mr. Bigger may be deemed to beneficially own approximately 4.9% of the outstanding
shares of Common Stock, (iv) Ms. Winter may be deemed to beneficially own less than one percent of the outstanding Common Stock
and (v) Mr. Schlanger may be deemed to beneficially own 1.9% of the outstanding 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. Because Mr. Bigger and Mr. Schlanger collectively beneficially own over 5% of the outstanding Shares and the Blockers
apply to shares held by members of a group, as of the date of the event which requires the filing of this statement, the Reporting
Persons were not able to exercise any of the Warrants due 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.
|
Not Applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Bigger GP and Mr. Bigger may be
deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2,
District 2 GP, District 2 Holdings, Mr. Bigger and Mr. Schlanger may be deemed to share voting and dispositive power over the shares
of Common Stock beneficially owned by District 2 CF. Mr. Bigger may be deemed to share voting and dispositive power over the shares
of Common Stock beneficially owned by Ms. Winter and his sons.
|
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
with the initial Schedule 13G filed by the Reporting Persons.
|
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: February 14, 2020
Bigger Capital Fund, LP
|
|
Bigger Capital Fund GP, LLC
|
|
|
|
By:
|
Bigger Capital Fund GP, LLC, its general partner
|
|
By:
|
/s/ Michael Bigger
|
|
|
|
|
Michael Bigger
|
By:
|
/s/ Michael Bigger
|
|
|
Managing Member
|
|
Michael Bigger
|
|
|
|
|
Managing Member
|
|
|
|
|
|
|
District 2 Capital LP
|
|
|
|
|
|
District 2 Capital Fund LP
|
|
By:
|
/s/ Michael Bigger
|
|
|
|
|
Michael Bigger
|
By:
|
District 2 GP LLC, its general partner
|
|
|
Managing Member
|
|
|
|
|
|
By:
|
/s/ Michael Bigger
|
|
|
|
|
Michael Bigger
|
|
District 2 Holdings LLC
|
|
Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Michael Bigger
|
|
|
|
|
Michael Bigger
|
District 2 GP LLC
|
|
|
Managing Member
|
|
|
|
|
|
By:
|
/s/ Michael Bigger
|
|
|
|
|
Michael Bigger
|
|
/s/ Michael Bigger
|
|
Managing Member
|
|
Michael Bigger
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Patricia Winter
|
|
|
|
PATRICIA WINTER
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Eric Schlanger
|
|
|
|
ERIC SCHLANGER
|