Filing Details

(Name of Issuer)

696389105

(CUSIP Number)

NAME OF REPORTING PERSONS
Altium Capital Management, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

SOLE VOTING

0

SHARED VOTING POWER

271,303 shares of Common Stock

3,350,000 shares of Common Stock issuable upon exercise of Warrants ⁽¹⁾

1,294,302 shares of Common Stock issuable upon exercise of Primary Warrants ⁽¹⁾

858,892 shares of Common Stock issuable upon exercise of Exchange Warrants ⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

271,303 shares of Common Stock

3,350,000 shares of Common Stock issuable upon exercise of Warrants ⁽¹⁾

1,294,302 shares of Common Stock issuable upon exercise of Primary Warrants ⁽¹⁾

858,892 shares of Common Stock issuable upon exercise of Exchange Warrants ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

271,303 shares of Common Stock

3,350,000 shares of Common Stock issuable upon exercise of Warrants ⁽¹⁾

1,294,302 shares of Common Stock issuable upon exercise of Primary Warrants ⁽¹⁾

858,892 shares of Common Stock issuable upon exercise of Exchange Warrants ⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99% ⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

IA, PN

(1)    As more fully described in Item 4, Reported Warrants are subject to Reported Warrants 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 full conversion and exercise of such Reported Warrants and does not give effect to such Reported Warrants Blockers. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Reported Warrants Blockers, is less than the number of securities reported in rows (6), (8) and (9).

(2)    Based on 12,908,594 shares of Common Stock outstanding as of August 20, 2021, as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on September 14, 2021.

NAME OF REPORTING PERSONS
Altium Growth Fund, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

SOLE VOTING

0

SHARED VOTING POWER

271,303 shares of Common Stock

3,350,000 shares of Common Stock issuable upon exercise of Warrants ⁽¹⁾

1,294,302 shares of Common Stock issuable upon exercise of Primary Warrants⁽¹⁾

858,892 shares of Common Stock issuable upon exercise of Exchange Warrants ⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

271,303 shares of Common Stock

3,350,000 shares of Common Stock issuable upon exercise of Warrants ⁽¹⁾

1,294,302 shares of Common Stock issuable upon exercise of Primary Warrants⁽¹⁾

858,892 shares of Common Stock issuable upon exercise of Exchange Warrants ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

271,303 shares of Common Stock

3,350,000 shares of Common Stock issuable upon exercise of Warrants ⁽¹⁾

1,294,302 shares of Common Stock issuable upon exercise of Primary Warrants⁽¹⁾

858,892 shares of Common Stock issuable upon exercise of Exchange Warrants ⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99% ⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSONS

Altium Growth GP, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

SOLE VOTING

0

SHARED VOTING POWER

271,303 shares of Common Stock

3,350,000 shares of Common Stock issuable upon exercise of Warrants ⁽¹⁾

1,294,302 shares of Common Stock issuable upon exercise of Primary Warrants⁽¹⁾

858,892 shares of Common Stock issuable upon exercise of Exchange Warrants ⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

271,303 shares of Common Stock

3,350,000 shares of Common Stock issuable upon exercise of Warrants ⁽¹⁾

1,294,302 shares of Common Stock issuable upon exercise of Primary Warrants⁽¹⁾

858,892 shares of Common Stock issuable upon exercise of Exchange Warrants ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

271,303 shares of Common Stock

3,350,000 shares of Common Stock issuable upon exercise of Warrants ⁽¹⁾

1,294,302 shares of Common Stock issuable upon exercise of Primary Warrants⁽¹⁾

858,892 shares of Common Stock issuable upon exercise of Exchange Warrants ⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99% ⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

OO

Name of Person Filing:

This statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 12,908,594 shares of Common Stock outstanding as of August 20, 2021, as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on September 14, 2021.

Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Common Stock, Warrants, Primary Warrants and Exchange Warrants (collectively the “Reported Warrants”). The Reporting Persons cannot exercise the Primary Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the “Primary Warrant Blocker”). In addition, the Reporting Persons cannot exercise the Warrants or the Exchange Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock ((the “Warrant Blocker”) and collectively with the Primary Warrant Blocker, the “Reported Warrants Blocker”)). The percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Reported Warrants Blocker. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to convert any of the Reported Warrants.