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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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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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 shares
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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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180,000*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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180,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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180,000*
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.3% *
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12
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TYPE OF REPORTING PERSON
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PN
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*Consists of 180,000 shares
of Common Stock underlying Warrants.
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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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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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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 shares
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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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180,000*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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180,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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180,000*
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.3% *
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12
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TYPE OF REPORTING PERSON
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OO
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*Consists of 180,000 shares
of Common Stock underlying Warrants.
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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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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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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 shares
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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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21,667 shares*
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PERSON WITH
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7
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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21,667 shares*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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21,667 shares*
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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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Less than one percent*
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12
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TYPE OF REPORTING PERSON
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PN
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*Consists of 21,667 shares
of Common Stock underlying Warrants.
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1
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NAME OF REPORTING PERSON
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District 2 Capital LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
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5
|
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SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
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0 shares
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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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21,667 shares*
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PERSON WITH
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7
|
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SOLE DISPOSITIVE POWER
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0 shares
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8
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SHARED DISPOSITIVE POWER
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21,667 shares*
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9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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21,667 shares*
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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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Less than one percent*
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|
12
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TYPE OF REPORTING PERSON
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PN
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*Consists of 21,667 shares of Common Stock underlying
Warrants.
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1
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NAME OF REPORTING PERSON
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District 2 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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|
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4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
21,667 shares*
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|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
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|
|
8
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
21,667 shares*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
21,667 shares*
|
|
|
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 one percent*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*Consists of 21,667 shares of Common Stock underlying
Warrants.
|
|
|
|
|
|
|
|
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1
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NAME OF REPORTING PERSON
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District 2 Holdings LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
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3
|
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SEC USE ONLY
|
|
|
|
|
|
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|
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|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
21,667 shares*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
21,667 shares*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
21,667 shares*
|
|
|
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 one percent*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*Consists of 21,667 shares of Common Stock underlying
Warrants.
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
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|
1
|
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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
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
201,667*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
201,667*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
201,667*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
2.5%*
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*Consists of Warrants to
purchase 180,000 and 21,667 shares of Common Stock held by Bigger Capital Fund LP and District 2 Capital Fund, respectively.
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
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
|
|
|
|
|
0 shares
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
0 shares*
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0 shares
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
0*
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
0*
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
0%
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
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The Schedule 13G is being amended to
report the updated stock ownership information to reflect transactions in the Common Stock of the Issuer (as defined below) subsequent
to the filing of the second Schedule 13G amendment filed by the Reporting Persons.
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Item 1(a).
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Name of Issuer:
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Trovagene, Inc. a Delaware corporation
(the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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11055 Flintkote Avenue, Suite B
San Diego, California 92121
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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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
Each of the foregoing is referred
to as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001
per share (the “Common Stock”)
897238408
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Item 3.
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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/
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Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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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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/ /
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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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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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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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/ /
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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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/ /
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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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/ /
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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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/ /
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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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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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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: ____
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(a)
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Amount beneficially owned:
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As of the close of business on December
31, 2019, Bigger Capital holds warrants, exercisable for 180,000 shares of Common Stock and District 2 CF holds warrants exercisable
for 21,667 shares of Common Stock (collectively, the “Warrants”).
Bigger GP, as the general partner
of Bigger Capital, may be deemed to beneficially own the 180,000 shares of Common Stock issuable upon exercise of Warrants owned
by Bigger Capital.
District 2, as the investment manager
of District 2 CF, may be deemed to beneficially own the 21,667 shares of Common Stock issuable upon exercise of Warrants owned
by District 2 CF.
District 2 GP, as the general partner
of District 2 CF, may be deemed to beneficially own the 21,667 shares of Common Stock issuable upon exercise of Warrants owned
by District 2 CF.
District 2 Holdings, as the managing
member of District 2 GP, may be deemed to beneficially own the 21,667 shares of Common Stock issuable exercise of Warrants owned
by District 2 CF.
Mr. Bigger, as the managing member
of Bigger GP, may be deemed to beneficially own the 180,000 shares of Common Stock beneficially owned by Bigger GP and 21,667 shares
of Common Stock issuable upon exercise of Warrants owned by District 2 CF.
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 and Mr. Bigger disclaims beneficial ownership of the
shares of Common Stock beneficially owned by District 2 CF. 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 7,742,355 shares of Common Stock outstanding, as of October 31, 2019, which is the total number of shares of Common Stock outstanding
as reported in the Issuer’s Prospectus filed under Rule 424(b)(5) with the Securities and Exchange Commission on November
14, 2019, plus with respect to (i) Bigger Capital and Bigger GP, 180,000 shares underlying Warrants, (ii) each of District 2 CF,
District 2, District 2 GP and District 2 Holding, 21,667 shares underlying Warrants and (iii) Mr. Bigger, an aggregate of 201,667
shares underlying Warrants.
As of the close of business on December
31, 2019, (i) each of Bigger Capital and Bigger GP beneficially owned approximately 2.3% of the outstanding shares of Common Stock,
(ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings beneficially owned less than 1.0% of the outstanding
shares of Common Stock, and (iii) Mr. Bigger may be deemed to beneficially own approximately 2.5% of the outstanding shares of
Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Bigger GP and Mr. Bigger share voting
and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1.
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Item 9.
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Notice of Dissolution of Group.
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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 6, 2020
Bigger Capital Fund, LP
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Bigger Capital Fund GP, LLC
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By:
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Bigger Capital Fund GP, LLC, its general partner
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By:
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/s/ Michael Bigger
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Michael Bigger
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By:
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/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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District 2 Capital Fund LP
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District 2 Capital LP
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By:
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District 2 GP LLC, its general partner
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By:
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/s/ Michael Bigger
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By:
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/s/ Michael Bigger
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Michael Bigger
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Michael Bigger
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Managing Member
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Managing Member
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District 2 GP LLC
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District 2 Holdings LLC
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By:
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/s/ Michael Bigger
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By:
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/s/ Michael Bigger
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Michael Bigger
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Michael Bigger
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Managing Member
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Managing Member
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/s/ Michael Bigger
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/s/ Patricia Winter
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MICHAEL BIGGER
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PATRICIA WINTER
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