Filing Details

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

  Names of Reporting Persons.

  BroadOak Fund IV, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  4,434,730

  Sole Dispositive Power

  0

  Shared Dispositive Power

  4,434,730

  Aggregate Amount Beneficially Owned by Each Reporting Person

   4,434,730 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  10.35%

  Type of Reporting Person (See Instructions)

  PN

Includes: (i) 2,319,045 shares of outstanding Common Stock, (ii) 20,000 shares of Redeemable Convertible Preferred Stock, which is convertible into 846,274 shares of Common Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) Short-term Warrants to purchase 423,137 shares of Common Stock, which are immediately exerciseable, and (iv) Long-term Warrants to purchase 846,274 shares of Common Stock, which are immediately exerciseable.

  Names of Reporting Persons.

  BroadOak Asset Management, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  4,434,730

  Sole Dispositive Power

  0

  Shared Dispositive Power

  4,434,730

  Aggregate Amount Beneficially Owned by Each Reporting Person

   4,434,730 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  10.35%

  Type of Reporting Person (See Instructions)

  IA

Includes: (i) 2,319,045 shares of outstanding Common Stock, (ii) 20,000 shares of Redeemable Convertible Preferred Stock, which is convertible into 846,274 shares of Common Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) Short-term Warrants to purchase 423,137 shares of Common Stock, which are immediately exerciseable, and (iv) Long-term Warrants to purchase 846,274 shares of Common Stock, which are immediately exerciseable.

  Names of Reporting Persons.

  BroadOak Capital Partners, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  4,434,730

  Sole Dispositive Power

  0

  Shared Dispositive Power

  4,434,730

  Aggregate Amount Beneficially Owned by Each Reporting Person

   4,434,730 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  10.35%

  Type of Reporting Person (See Instructions)

  IA

Includes: (i) 2,319,045 shares of outstanding Common Stock, (ii) 20,000 shares of Redeemable Convertible Preferred Stock, which is convertible into 846,274 shares of Common Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) Short-term Warrants to purchase 423,137 shares of Common Stock, which are immediately exerciseable, and (iv) Long-term Warrants to purchase 846,274 shares of Common Stock, which are immediately exerciseable.

  Names of Reporting Persons.

  William F. Snider

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  4,434,730

  Sole Dispositive Power

  0

  Shared Dispositive Power

  4,434,730

  Aggregate Amount Beneficially Owned by Each Reporting Person

   4,434,730 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  10.35%

  Type of Reporting Person (See Instructions)

  IN

Includes: (i) 2,319,045 shares of outstanding Common Stock, (ii) 20,000 shares of Redeemable Convertible Preferred Stock, which is convertible into 846,274 shares of Common Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) Short-term Warrants to purchase 423,137 shares of Common Stock, which are immediately exerciseable, and (iv) Long-term Warrants to purchase 846,274 shares of Common Stock, which are immediately exerciseable.

Name of Issuer:

Address of Issuers Principal Executive Offices:

(a) Name of Person Filing:

BroadOak Fund IV, LLC;

BroadOak Asset Management, LLC, the manager and general partner of BroadOak Fund IV, LLC;

BroadOak Capital Partners, LLC, the managing member of BroadOak Asset Management, LLC; and

William F. Snider, a partner and manager of BroadOak Capital Partners, LLC.

(b) Address of Principal Business Office or, if none, Residence:

(c) Citizenship:

(d) Title of Class of Securities:

(e) CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

Ownership.

Amount beneficially owned: See Item 9 of the cover page for each Reporting Person.

The Reporting Persons may each be deemed the beneficial owner of 10.35% of the Common Stock outstanding, based on the Reporting Persons owning (i) 2,319,045 shares of outstanding Common Stock, (ii) 20,000 shares of Redeemable Convertible Preferred Stock, which is convertible into 846,274 shares of Common Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) Short-term Warrants to purchase 423,137 shares of Common Stock, which are immediately exerciseable, and (iv) Long-term Warrants to purchase 846,274 shares of Common Stock, which are immediately exerciseable. The number of shares of Common Stock outstanding is based on (i) 29,731,920 shares of Common Stock outstanding, as reported in that certain Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 31, 2023, (ii) 11,847,840 shares of Common Stock currently underlying the shares of Redeemable Convertible Preferred Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) the 423,137 shares of Common Stock issuable upon exercise of the Reporting Persons Short-term Warrants and (iv) the 846,274 shares of Common Stock issuable upon exercise of the Reporting Persons Long-term Warrants.

Shared power to vote or direct the vote:

Sole power to dispose or direct the disposition:

Shared power to dispose or direct the disposition:

Ownership of 5 Percent or Less of a Class.

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

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

Notice of Dissolution of Group.

Certifications.

Exhibit No.

Description