Filing Details

CUSIP No.: 502074404

  (1) 

 

Names of reporting persons

 

Caravel CAD Fund Ltd.

  (2)

 

Check the appropriate box if a member of a group (see instructions)  N/A

(a)  ☐        (b)  ☐

 

  (3)

 

SEC use only

 

  (4)

 

Citizenship or place of organization

 

    Bahamas

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

900,000 (upon exercise of common stock purchase warrants)⁽¹⁾

  

(6)

  

Shared voting power

 

0

  

(7)

  

Sole dispositive power

 

900,000 (upon exercise of common stock purchase warrants)⁽¹⁾

  

(8)

  

Shared dispositive power

 

0

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

900,000 (upon exercise of common stock purchase warrants)⁽¹⁾

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

(11)

 

Percent of class represented by amount in Row (9)

 4.99%⁽¹⁾

(12)

 

Type of reporting person (see instructions)

 

    OO

As more fully described in Item 4, unless increased by the issuer, the common stock purchase warrants are subject to a beneficial ownership limitation (the “Limitation”) of 4.99% of the number of shares of common stock outstanding after giving effect to the issuance of shares pursuant to exercise of the warrant, and the percentage set forth in row (11) gives effect to the Limitation.  However, rows (5), (7) and (9) disclose the number of shares of common stock that would be issuable upon the exercise of the reported common stock purchase warrant in full.  Therefore, the actual number of shares of common stock beneficially owned by such Reporting Person at any one time, after giving effect to the Limitation, is less than the number of securities reported in rows (5), (7) and (9).  The percentage used herein is calculated based on 12,804,619 shares of common stock of the issuer outstanding as of November 9, 2021, as disclosed in the Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) for the period ended September 30, 2021, and assumes the exercise of the common stock purchase warrants to the maximum extent permitted by the Limitation (as defined above).

Item 3.

If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

 

(a)

 

☐

  

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

 

☐

  

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

 

☐

  

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

 

☐

  

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e)

 

☐

  

An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);

(f)

 

☐

  

An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);

(g)

 

☐

  

A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);

(h)

 

☐

  

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

 

☐

  

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);

(j)

 

☐

  

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)

 

☐

  

Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:                                         

Item 4.

Ownership

Item 5.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certifications

Date:     February 14, 2022                        

 

 

Signature:

 

 

 

Name:

 

 

 

Title: