Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Sysorex, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

87185L206

(CUSIP Number)

MICHAEL BIGGER

BIGGER CAPITAL FUND, LP

2250 Red Springs Drive

Las Vegas, NV 89135

(631) 987-0235

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 18, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

1

NAME OF REPORTING PERSON

Bigger Capital Fund, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

95,951,725

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

95,951,725

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

95,951,725*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%*

14

TYPE OF REPORTING PERSON

PN

  

* Consists of (i) 25,951,725 shares of the Issuer’s Common Stock, par value $0.00001 per share (the “Common Stock”) and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the 12.5% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”), subject to a 9.99% blocker. Does not consist of (i) 50,796,112 shares of Common Stock issuable upon the exercise of warrants (“Warrants”) that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

1

NAME OF REPORTING PERSON

Bigger Capital Fund GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

95,951,725

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

95,951,725

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

95,951,725*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.9%*

14

TYPE OF REPORTING PERSON

OO

  

* Consists of (i) 25,951,725 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,796,112 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

 

1

NAME OF REPORTING PERSON

District 2 Capital Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

95,000,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

95,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

95,000,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%*

14

TYPE OF REPORTING PERSON

PN

  

* Consists of (i) 25,000,000 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,398,056 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

 

1

NAME OF REPORTING PERSON

District 2 Capital LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

95,000,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

95,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

95,000,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%*

14

TYPE OF REPORTING PERSON

PN

  

* Consists of (i) 25,000,000 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,398,056 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

 

1

NAME OF REPORTING PERSON

District 2 GP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

95,000,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

95,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

95,000,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%*

14

TYPE OF REPORTING PERSON

OO

  

* Consists of (i) 25,000,000 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,398,056 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

 

1

NAME OF REPORTING PERSON

District 2 Holdings LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

95,000,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

95,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

95,000,000*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8%*

14

TYPE OF REPORTING PERSON

OO

  

* Consists of (i) 25,000,000 shares of Common Stock and (ii) 70,000,000 shares of Common Stock which have been issued upon conversion of the Debentures, subject to a 9.99% blocker. Does not consist of (i) 50,398,056 shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

 

1

NAME OF REPORTING PERSON

Michael Bigger

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF, PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

2,325,000

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

190,951,725

PERSON WITH

9

SOLE DISPOSITIVE POWER

2,325,000

10

SHARED DISPOSITIVE POWER

190,951,725

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

193,276,725*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.8%*

14

TYPE OF REPORTING PERSON

IN

  

* Consists of (i) 95,951,725 shares of Common Stock owned by Bigger Capital, (ii) 95,000,000 shares of Common Stock owned by District 2 CF and (iii) 2,325,000 shares of Common Stock directly owned by Michael Bigger’s IRA. Does not consist of (i) shares of Common Stock issuable upon the exercise of Warrants that are exercisable within 60 days because the Warrants are subject to a 9.99% blocker and (ii) additional shares of Common Stock issuable upon conversion of the Debentures because the Debentures are subject to a 9.99% blocker.

 

1

NAME OF REPORTING PERSON

Ray Weinmann

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

500,000

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

0

PERSON WITH

9

SOLE DISPOSITIVE POWER

500,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than one percent

14

TYPE OF REPORTING PERSON

IN

  

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Bigger Capital and District 2 CF were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases and private transactions, as further described in Item 6 of the Schedule 13D filed on October 11, 2022 and Item 6 below. The Shares purchased by each of Mr. Bigger and Mr. Weinmann were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 95,951,725 Shares beneficially owned by Bigger Capital is approximately $1,518,686, excluding brokerage commissions. The aggregate purchase price of the 95,000,000 Shares beneficially owned by District 2 CF is approximately $1,025,000, excluding brokerage commissions. The aggregate purchase price of the 2,325,000 Shares beneficially owned by Mr. Bigger’s IRA is approximately $28,320, excluding brokerage commissions. The aggregate purchase price of the 500,000 Shares beneficially owned by Mr. Weinmann is approximately $700, excluding brokerage commissions. The purchase prices reflected in this Item 3 reflect the purchases related to the Debentures and the Warrants as further described in Item 6 of the Schedule 13D filed on October 11, 2022 and Item 6 below.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 1,976,726,501 Shares outstanding as of October 18, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 19, 2022.

The ownership of each Reporting Person in this Item 5 does not reflect the additional Debentures nor the Warrants that are further described in Item 6 of the Schedule 13D filed on October 11, 2022 and Item 6 below. If such Debentures were converted or such Warrants were exercised, the amount of Shares described below would be higher.

1.

Bigger Capital

(a)

As of the close of business on the date hereof, Bigger Capital beneficially owned 95,951,725 Shares.

Percentage: Approximately 4.9%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 95,951,725 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 95,951,725

(c)

The transactions in the Shares by Bigger Capital since the filing of Amendment No. 1 are set forth on Schedule A and are incorporated herein by reference.

2.

Bigger GP

(a)

Bigger GP, as the general partner of Bigger Capital, may be deemed the beneficial owner of the 95,951,725 Shares owned by Bigger Capital.

Percentage: Approximately 4.9%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 95,951,725 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 95,951,725

(c)

Bigger GP has not entered into any transactions in Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Bigger Capital and District 2 CF since the filing of Amendment No. 1 are set forth on Schedule A and are incorporated herein by reference.

3.

District 2 CF

(a)

As of the close of business on the date hereof, District 2 CF beneficially owned 95,000,000 Shares.

Percentage: Approximately 4.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 95,000,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 95,000,000

(c)

The transactions in the Shares by District 2 CF since the filing of Amendment No. 1 are set forth on Schedule A and are incorporated herein by reference.

4.

District 2

(a)

District 2, as the investment manager of District 2 CF, may be deemed the beneficial owner of the 95,000,000 Shares owned by District 2 CF.

Percentage: Approximately 4.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 95,000,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 95,000,000

(c)

District 2 has not entered into any transactions in Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Bigger Capital and District 2 CF since the filing of Amendment No. 1 are set forth on Schedule A and are incorporated herein by reference.

5.

District 2 GP

(a)

District 2 GP, as the general partner of District 2 CF, may be deemed the beneficial owner of the 95,000,000 Shares owned by District 2 CF.

Percentage: Approximately 4.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 95,000,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 95,000,000

(c)

District 2 GP has not entered into any transactions in Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Bigger Capital and District 2 CF since the filing of Amendment No. 1 are set forth on Schedule A and are incorporated herein by reference.

6.

District 2 Holdings

(a)

District 2 Holdings, as the managing member of District 2 GP, may be deemed the beneficial owner of the 95,000,000 Shares owned by District 2 CF.

Percentage: Approximately 4.8%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 95,000,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 95,000,000

(c)

District 2 Holdings has not entered into any transactions in Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Bigger Capital and District 2 CF since the filing of Amendment No. 1 are set forth on Schedule A and are incorporated herein by reference.

7.

Mr. Bigger

(a)

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own (i) 95,951,725 Shares owned by Bigger Capital, (ii) 95,000,000 Shares owned by District 2 CF and (iii) as of the close of business on the date hereof, 2,325,000 Shares directly owned by Mr. Bigger’s IRA.

Percentage: Approximately 9.8%

(b)

1. Sole power to vote or direct vote: 2,325,000 2. Shared power to vote or direct vote: 190,951,725 3. Sole power to dispose or direct the disposition: 2,325,000 4. Shared power to dispose or direct the disposition: 190,951,725

(c)

Mr. Bigger has not entered into any transactions in Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Bigger Capital and District 2 CF since the filing of Amendment No. 1 are set forth on Schedule A and are incorporated herein by reference.

8.

Mr. Weinmann

(a)

As of the close of business on the date hereof, Mr. Weinmann beneficially owned 500,000 Shares.

Percentage: Less than one percent.

(b)

1. Sole power to vote or direct vote: 500,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 500,000 4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Weinmann has not entered into any transactions in Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of each of Bigger Capital and District 2 CF since the filing of Amendment No. 1 are set forth on Schedule A and are incorporated herein by reference.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On October 18, 2022, the Issuer entered into a Securities Purchase Agreement (the “SPA”), dated as of October 18, 2022, by and among the Company and each of the investors signatories thereto (each an “Investor” and collectively, the “Investors”), which included Bigger Capital and District 2 CF. Pursuant to the terms of the SPA, the Issuer agreed to sell to each Investor a number of Units of securities of the Company (each, a “Unit”), at a purchase price of $0.001 per Unit, with each Unit being comprised of: (i) one share of Common Stock; (ii) a warrant to acquire one share of Common Stock at an exercise price of $0.001 per share, which exercise price will not be subject to adjustment as a result of any forward or reverse split of the Common Stock (each, a “Warrant 1”); and (iii) a warrant to acquire one share of Common Stock at an exercise price of $0.001 per share, which exercise price will not be subject to adjustment as a result of any forward or reverse split of the Common Stock (each, a “Warrant 2”). The Investors, collectively, subscribed for a total of 500,000,000 Units, consisting of 500,000,000 shares of Common Stock, Warrant 1s to acquire 500,000,000 shares of Common Stock, and Warrant 2s to acquire 500,000,000 shares of Common Stock, for total consideration payable to the Company of $500,000.

Each of Bigger Capital and District 2 CF subscribed to the SPA in the amount of $25,000 each. Such purchase resulted in the Issuer issuing each of Bigger Capital and District 2 CF 25,000,000 shares of Common Stock, 25,000,000 Warrant 1s, of which 25,000,000 shares of Common Stock are issuable upon full exercise of such Warrant 1s, and 25,000,000 Warrant 2s, of which 25,000,000 shares of Common Stock are issuable upon full exercise of such Warrant 2s.

Other than as described herein and in the Schedule 13D filed on October 11, 2022 and Amendment No. 1, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

4.1

Form of Warrant 1 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on October 19, 2022).

4.2

Form of Warrant 2 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on October 19, 2022).

10.1

Securities Purchase Agreement, dated as of October 18, 2022, by and among the Issuer and each of the investors signatories thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on October 19, 2022).

 

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: October 19, 2022

BIGGER CAPITAL FUND, LP			DISTRICT 2 CAPITAL LP
By:	Bigger Capital Fund GP, LLC, its general partner		By:	/s/ Michael Bigger
				Michael Bigger
By:	/s/ Michael Bigger			Managing Member
	Michael Bigger
	Managing Member
			DISTRICT 2 HOLDINGS LLC
DISTRICT 2 CAPITAL FUND LP			By:	/s/ Michael Bigger
				Michael Bigger
By:	District 2 GP LLC, its general partner			Managing Member
By:	/s/ Michael Bigger
	Michael Bigger		/s/ Michael Bigger
	Managing Member		MICHAEL BIGGER
DISTRICT 2 GP LLC			/s/ Ray Weinmann
			RAY WEINMANN
By:	/s/ Michael Bigger
	Michael Bigger
	Managing Member
BIGGER CAPITAL FUND GP, LLC
By:	/s/ Michael Bigger
	Michael Bigger
	Managing Member

 

SCHEDULE A

TRANSACTIONS IN SECURITIES OF THE ISSUER SINCE THE FILING OF AMENDMENT NO. 1

Bigger Capital Fund, LP

Shares of Common Stock Purchased/(Sold)	Price Per Share($)	Date of Purchase/Sale
25,000,000	0.001	10/18/2022

 

District 2 Capital Fund LP

Shares of Common Stock Purchased/(Sold)	Price Per Share($)	Date of Purchase/Sale
25,000,000	0.001	10/18/2022