Sec Form 13G Filing - BIGGER CAPITAL FUND L P filing for Eastside Distilling Inc. (EAST) - 2023-10-10

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)¹

 

Eastside Distilling, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

277802401

(CUSIP Number)

September 29, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

4,808

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,808

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,808*

10

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

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than one percent*

12

TYPE OF REPORTING PERSON

PN

* Does not consist of (i) 65,458 shares of the Issuer’s Common Stock, par value $0.0001 (the “Common Stock”), issuable to Bigger Capital upon conversion of an Amended and Restated Secured Convertible Promissory Note (the “Bigger Note”) because the Bigger Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of an Amended and Restated Warrant (the “Bigger Warrant”) that is exercisable within 60 days because the Bigger Warrant is 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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

4,808

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,808

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,808*

10

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

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than one percent*

12

TYPE OF REPORTING PERSON

OO

* Does not consist of (i) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant is 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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

4,808

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISP OSITIVE POWER

4,808

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,808*

10

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

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than one percent*

12

TYPE OF REPORTING PERSON

PN

* Does not consist of (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of an Amended and Restated Secured Convertible Promissory Note (the “District Note”) because the District Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of an Amended and Restated Warrant (the “District Warrant”) that is exercisable within 60 days because the District Warrant is 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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

4,808

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,808

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,808*

10

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

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than one percent*

12

TYPE OF REPORTING PERSON

PN

* Does not consist of (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant is 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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

4,808

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,808

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,808*

10

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

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than one percent*

12

TYPE OF REPORTING PERSON

OO

* Does not consist of (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant is 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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

4,808

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,808

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,808*

10

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

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than one percent*

12

TYPE OF REPORTING PERSON

OO

* Does not consist of (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant is subject to a 9.99% blocker.

  

 

1

NAME OF REPORTING PERSON

The B.A.D. Company, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

296,722

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

296,722

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

296,722*

10

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

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.3%*

12

TYPE OF REPORTING PERSON

OO

* Does not consist of 1,838,000 shares of C ommon Stock issuable to B.A.D. upon conversion of the Issuer’s Series C Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), because the Preferred Stock is subject to a 9.99% blocker.

  

 

	1		NAME OF REPORTING PERSON
				Bigger Capital, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							296,722
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							296,722
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				296,722
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				19.3%
	12		TYPE OF REPORTING PERSON
				OO

* Does not consist of 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of the Preferred Stock because the Preferred Stock is 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

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

306,338

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

306,338

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

306,338*

10

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

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9%*

12

TYPE OF REPORTING PERSON

IN

* Consists of (i) 4,808 shares of Common Stock owned by Bigger Capital, (ii) 4,808 shares of Common Stock owned by District 2 CF and (iii) 296,722 shares of Common Stock owned by B.A.D. Does not consist of (a) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note is subject to a 9.99% blocker, (b) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant is subject to a 9.99% blocker, (c) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note is subject to a 9.99% blocker, (d) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant is subject to a 9.99% blocker and (e) 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of Preferred Stock because the Preferred Stock is subject to a 9.99% blocker.

  

Item 1(a).

Name of Issuer:

Eastside Distilling, Inc., a Nevada corporation (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

2321 NE Argyle Street, Unit D

Portland, Oregon 97211

 

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

Bigger Capital Fund, LP (“Bigger Capital”)

11700 W Charleston Blvd. 170-659

Las Vegas, NV 89135

Citizenship: Delaware

 

Bigger Capital Fund GP, LLC (“Bigger GP”)

11700 W Charleston Blvd. 170-659
Las Vegas, NV 89135

Citizenship: Delaware

 

District 2 Capital Fund LP (“District 2 CF”)

14 Wall Street, 2^nd Floor

Huntington, NY 11743

Citizenship: Delaware

 

District 2 Capital LP (“District 2”)

14 Wall Street, 2^nd Floor

Huntington, NY 11743

Citizenship: Delaware

 

District 2 GP LLC (“District 2 GP”)

14 Wall Street, 2^nd Floor

Huntington, NY 11743

Citizenship: Delaware

 

District 2 Holdings LLC (“District 2 Holdings”)

14 Wall Street, 2^nd Floor

Huntington, NY 11743

Citizenship: Delaware

 

The B.A.D. Company, LLC (“B.A.D.”)

11700 W Charleston Blvd. 170-659

Las Vegas, NV 89135

Citizenship: Delaware

 

Bigger Capital, LLC

11700 W Charleston Blvd. 170-659
Las Vegas, NV 89135

Citizenship: Delaware

 

Michael Bigger

11700 W Charleston Blvd. 170-659
Las Vegas, NV 89135

Citizenship: USA

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value.

Item 2(e).

CUSIP Number:

277802401

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
			If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

(a)

Amount beneficially owned:

As of September 29, 2023, Bigger Capital beneficially owned 4,808 shares of Common Stock. Does not include the (i) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant contains a 9.99% beneficial ownership limitation.

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 4,808 shares of Common Stock owned by Bigger Capital. Does not include the (i) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant contains a 9.99% beneficial ownership limitation.

As of September 29, 2023, District 2 CF beneficially owned 4,808 shares of Common Stock. Does not include the (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains a 9.99% beneficial ownership limitation.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 4,808 shares of Common Stock owned by District 2 CF. Does not include the (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains a 9.99% beneficial ownership limitation.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 4,808 shares of Common Stock owned by District 2 CF. Does not include the (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains a 9.99% beneficial ownership limitation.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 4,808 shares of Common Stock owned by District 2 CF. Does not include the (i) 65,458 shares of Common Stock issuable to District CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains a 9.99% beneficial ownership limitation.

As of September 29, 2023, B.A.D. beneficially owned 296,722 shares of Common Stock. Does not include the 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of the Preferred Stock because the Preferred Stock contains a 9.99% beneficial ownership limitation.

Bigger Capital, LLC, as the manager of B.A.D., may be deemed to beneficially own the 296,722 shares of Common Stock owned by B.A.D. Does not include the 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of the Preferred Stock because the Preferred Stock contains a 9.99% beneficial ownership limitation.

Mr. Bigger, as the managing member of Bigger GP, the managing member of District 2 Holdings and the managing member of Bigger Capital, LLC, may be deemed to beneficially own the (i) 4,808 shares of Common Stock owned by Bigger Capital, (ii) 4,808 shares of Common Stock owned by District 2 CF and (iii) 296,722 shares of Common Stock owned by B.A.D. Does not include the (a) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note contains a 9.99% beneficial ownership limitation, (b) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant contains a 9.99% beneficial ownership limitation, (c) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation, (d) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains a 9.99% beneficial ownership limitation and (e) 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of the Preferred Stock because the Preferred Stock contains a 9.99% beneficial ownership limitation.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person or any other person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. Each of Bigger Capital, LLC and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by B.A.D. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

(b)

Percent of class:

The following percentages are based on 1,539,402 shares of Common Stock outstanding as of September 29, 2023 as disclosed in the Debt Satisfaction Agreement filed in the Issuer’s Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 29, 2023. Such 1,539,402 shares of Common Stock includes the 296,722 shares of Common Stock issued to B.A.D. on September 29, 2023 in connection with the Debt Satisfaction Agreement.

As of the close of business on September 29, 2023, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (iii) B.A.D. and Bigger Capital, LLC may be deemed to beneficially own approximately 19.3% of the outstanding shares of Common Stock and (iv) Mr. Bigger may be deemed to beneficially own approximately 19.9% of the outstanding shares of Common Stock.

Pursuant to the terms of the Bigger Note, District Note, Bigger Warrant, District Warrant and Preferred Stock, the Reporting Persons cannot exercise the Bigger Warrant or the District Warrant nor convert the Bigger Note, District Note or Preferred Stock to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise or conversion, as applicable, more than 9.99% of the outstanding shares of Common Stock (the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person as well as in this Item 4(b) gives effect to the Blockers. B.A.D., Bigger Capital, LLC and Mr. Bigger may each be deemed to be the beneficial owner of more than 9.99% of the outstanding shares of Common Stock. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to convert or exercise the Bigger Note, the District Note, the Bigger Warrant, the District Warrant or the Preferred Stock due to the Blockers.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)

Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

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

Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by District 2 CF. Bigger Capital, LLC and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by B.A.D.

The members of The B.A.D. Company, LLC are Bigger Capital, District 2 CF, Aegis Security Insurance Company and LD Investments, LLC. The Manager of The B.A.D. Company, LLC is Bigger Capital, LLC. Aegis Security Insurance Company (ȁ C;Aegis”) and LD Investments, LLC (“LDI”) each have a pecuniary interest in the securities owned by B.A.D., but do not have the authority to exercise voting or dispositive power over the securities owned by B.A.D. In addition, Bigger Capital, District 2 CF, Bigger Capital, LLC and Mr. Bigger do not have any interest in any of the securities owned by either of Aegis or LDI. Due to Aegis’ and LDI’s pecuniary interest in the securities owned by B.A.D., they could be deemed members of a group, but shall not be deemed a member of the group of the Reporting Persons indicated in this filing.

Item 7.

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

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 99.1 and Item 6 above.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 10, 2023

BIGGER CAPITAL FUND, LP				BIGGER CAPITAL FUND GP, LLC
By:	Bigger Capital Fund GP, LLC, its general partner			By:	/s/ Michael Bigger
					Name:	Michael Bigger
By:	/s/ Michael Bigger				Title:	Managing Member
	Name:	Michael Bigger
	Title:	Managing Member
				DISTRICT 2 CAPITAL LP
DISTRICT 2 CAPITAL FUND LP				By:	District 2 Holdings LLC, its general partner
By:	District 2 GP LLC, its general partner			By:	/s/ Michael Bigger
By:	District 2 Holdings LLC, its managing member				Name:	Michael Bigger
					Title:	Managing Member
By:	/s/ Michael Bigger
	Name:	Michael Bigger
	Title:	Managing Member		DISTRICT 2 HOLDINGS LLC
				By:	/s/ Michael Bigger
DISTRICT 2 GP LLC					Name:	Michael Bigger
					Title:	Managing Member
By:	District 2 Holdings LLC, its managing member
By:	/s/ Michael Bigger			BIGGER C APITAL, LLC
	Name:	Michael Bigger
	Title:	Managing Member		By:	/s/ Michael Bigger
					Name:	Michael Bigger
					Title:	Managing Member
THE B.A.D. COMPANY, LLC
By:	Bigger Capital, LLC, its manager			/s/ Michael Bigger
				MICHAEL BIGGER
By:	/s/ Michael Bigger
	Name:	Michael Bigger
	Title:	Managing Member