Filing Details

Masters Capital Management, LLC

3060 Peachtree Road, NW, Suite 1425

Atlanta, Georgia 30305

Telephone- (404) 364-2021

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

26,754,201

This Schedule 13D is being filed jointly by (i) Masters Capital Management, LLC, a Georgia limited liability company and (ii) Michael Masters, a United States citizen (collectively, the “Reporting Persons”).

The principal business address of the Reporting Persons is 3060 Peachtree Road, NW, Suite 1425, Atlanta, Georgia 30305.

Michael Masters is the managing member of Masters Capital Management, LLC, an investment management firm that serves as the investment manager to private funds. 

The funds for the purchase of the Common Stock beneficially owned by the Reporting Persons came from the working capital of the private funds managed by the Issuer.

No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The Reporting Persons hold the securities described in Item 5 of this statement for investment purposes only.

An employee of the Reporting Person, Anthony Raab, is a member of the board of directors of the Issuer.

As of the date hereof, Masters Capital Management, LLC, and Michael Masters may be deemed to be the beneficial owner of 26,754,201 shares of Common Stock or 5.89% of the shares of the Common Stock of the Issuer, based upon 454,056,000 shares of Common Stock outstanding as of January 11, 2021 according to the Issuer.* The 26,754,201 shares of Common Stock include 24,754,198 shares of Series A Convertible Preferred Shares that may be converted for Common Shares of the Issuer.

Each of Masters Capital Management, LLC and Michael Masters may be deemed to be the beneficial owner of 24,754,198 Series A Convertible Preferred Shares that are convertible to shares of Common Stock.

Each of Masters Capital Management, LLC and Michael Masters has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 26,754,201 shares of Common Stock.

Each of Masters Capital Management, LLC and Michael Masters has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 26,754,201 shares of Common Stock.

*The percentage of Common Shares of the Issuer beneficially owned by the Reporting Persons is calculated in accordance with the applicable SEC rules such that (1) the numerator is based on the Common Shares of the Issuer held by the Reporting Persons, plus the Common Shares that may be acquired upon the conversion of the Series A Convertible Preferred Shares for Common Shares of the Issuer and (2) the denominator is based on the shares of Common Stock outstanding as of January 11, 2021, plus the shares of Common Stock that may be acquired upon the conversion of the Series A Convertible Preferred Shares for Common stock.

Transactions in the securities of the Issuer during the last sixty days are set forth in Exhibit B.

The aforementioned shares of Common Stock were acquired for investment purposes. Masters Capital Management, LLC may acquire additional securities of the Issuer, dispose of all or some of these securities from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the shares of Common Stock.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.