Except as described in this Amendment No. 12 to Schedule 13D, none of the Reporting Persons has any
present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However, the Reporting Persons will continue to review the business of the Issuer
and, depending upon one or more of the factors referred to above, may in the future propose that the Issuer take one or more such actions.
Item 5.
Interest in Securities of the Issuer.
(a)-(b)
TOTAL
OUTSTANDING SHARES. According to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission (the “SEC”)
on August 13, 2024, the number of shares of the Issuer’s Common Stock outstanding on August 7, 2024 was 7,255,277 shares.
EWHP INVESTORS.
As of the date of filing of this Amendment No. 12, the Reporting Persons are the beneficial owners of (i) 1,089,190 shares of the Issuer’s Common Stock (1,047,064 shares held by EWHP and 42,126 shares held by
EWHP-A), (ii) 1,000,050 shares of the Issuer’s Common Stock (961,370 shares held by EWHP and 38,680 shares held by EWHP-A), issuable upon conversion of 1,500,000
shares of Voting Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (1,441,983 shares held by EWHP and 58,017 shares held by EWHP-A), acquired in November 2022 (the “Junior
Preferred Stock”), (iii) 1,090,403 shares of the Issuer’s Common Stock (1,048,230 shares held by EWHP and 42,173 shares held by EWHP-A), issuable upon conversion of the Senior Convertible
Preferred Stock, par value $0.0001 per share, of the Issuer (“Senior Preferred Stock”), which are convertible within 60 days of the date hereof (for the avoidance of doubt, these shares are subject to limitations on
convertibility imposed by the rules and regulations of the Nasdaq Capital Market as noted below), (iv) 12,373 shares of the Issuer’s Common Stock issuable upon the exercise of Warrants held by EWHP-A,
which were exercisable beginning on May 7, 2020, (v) 307,539 shares of the Issuer’s Common Stock issuable upon the exercise of Warrants held by EWHP, which were exercisable beginning September 16, 2020, (vi) stock options issued to R.
Scott Barry to purchase 6,676 shares of the Issuer’s Common Stock (6,418 shares held for the benefit of EWHP and 258 shares held for the benefit of EWHP-A), which will be exercisable within 60 days of the
date hereof, and (vii) 1,702,203 shares of Common Stock issuable upon conversion of secured subordinated convertible notes (“Notes”) (1,636,466 shares held by EWHP and 65,837 shares held by
EWHP-A), which are convertible within 60 days of the date hereof, and which amount is inclusive of 103,582 shares of Common Stock issuable to pay accrued interest on the Notes (calculated through June 30,
2024) and payable as of the date of filing of this Amendment No. 12 (99,576 shares held by EWHP and 4,006 shares held by EWHP-A).
The shares of the Issuer’s Common Stock shown to be beneficially owned before the date of this filing exclude (a) 2,991,458 shares of the Issuer’s
Common Stock issuable upon conversion of 1,121,783 shares of Senior Preferred Stock held by EWHP and (b) 120,352 shares of the Issuer’s Common Stock issuable upon conversion of 45,131 shares of Senior Preferred Stock held by EWHP-A, as such conversions cannot occur within 60 days after the date hereof due to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market.
(a) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. The number of shares listed in Row 9, Row 10 and Row 11
for each Reporting Person includes the shares of Common Stock held by the Reporting Person, shares of Common Stock issuable upon conversion of shares of Junior Preferred Stock held by the Reporting Person, shares of Common Stock issuable upon
conversion of shares of Senior Preferred Stock held by the Reporting Person within 60 days of the date hereof (subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market), shares of Common Stock
issuable upon the exercise of the Warrants held by the Reporting Person, shares of Common Stock issuable upon exercise of the stock options held by the Reporting Person, and shares of Common Stock issuable upon the conversion of the Convertible
Notes held by the Reporting Person.
Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. The percentage
listed in Row 13 for each Reporting Person was calculated including 7,255,277 shares of the Issuer’s Common Stock outstanding as of August 7, 2024, plus 1,000,050 additional shares of the Issuer’s Common Stock, which are issuable upon
conversion of the Junior Preferred Stock held by the Reporting Persons (961,370 shares held by EWHP and 38,680 shares held by EWHP-A), plus 1,090,403 additional shares of the Issuer’s Common Stock
(1,048,230 shares held by EWHP and 42,173 shares held by EWHP-A), which are issuable upon conversion of the Senior Preferred
