Form SC 13G - Statement of Beneficial Ownership by Certain Investors
09 Août 2024 - 10:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Better Choice Company Inc. |
(Name of Issuer)
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Common Stock, par value $0.001 |
(Title of Class of Securities) |
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08771Y402 |
(CUSIP Number)
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July 30, 2024 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
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☐ |
Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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 PERSONS
Altium Capital Management, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING
0 |
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6 |
SHARED VOTING POWER
155,000 shares of Common Stock
345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1) |
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7 |
SOLE DISPOSITIVE POWER
0 |
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8 |
SHARED DISPOSITIVE POWER
155,000 shares of Common Stock
345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000 shares of Common Stock
345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1) |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%(2) |
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12 |
TYPE OF REPORTING PERSON
IA, PN |
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(1)
As more fully described in Item 4, the Pre-Funded Warrants (the “Warrants”) are each
subject to a 4.99% blocker (the “Warrant Blocker”). 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 Warrants
and does not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by each such
Reporting Person, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8) and (9).
(2)
Based on 2,683,329 shares of Common Stock outstanding as of July 29, 2024, as set forth in the Issuer’s
Form 424(b)(1), filed with the Securities and Exchange Commission (“SEC”) on July 31, 2024, which includes 100,000 shares
of Common Stock based on an exercise of the over-allotment option which closed on August 2, 2024, reported in the Issuer’s Form
8-K filed with the SEC on August 7, 2024. |
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1 |
NAME OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING
0 |
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6 |
SHARED VOTING POWER
155,000 shares of Common Stock
345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1) |
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7 |
SOLE DISPOSITIVE POWER
0 |
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8 |
SHARED DISPOSITIVE POWER
155,000 shares of Common Stock
345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000 shares of Common Stock
345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1) |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%(2) |
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12 |
TYPE OF REPORTING PERSON
PN |
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(1)
As more fully described in Item 4, the Pre-Funded Warrants (the “Warrants”) are each
subject to a 4.99% blocker (the “Warrant Blocker”). 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 Warrants
and does not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by each such
Reporting Person, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8) and (9).
(2)
Based on 2,683,329 shares of Common Stock outstanding as of July 29, 2024, as set forth in the Issuer’s
Form 424(b)(1), filed with the SEC on July 31, 2024, which includes 100,000 shares of Common Stock based on an exercise of the over-allotment
option which closed on August 2, 2024, reported in the Issuer’s Form 8-K filed with the SEC on August 7, 2024. |
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1 |
NAME OF REPORTING PERSONS
Altium Growth GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING
0 |
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6 |
SHARED VOTING POWER
155,000 shares of Common Stock
345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1) |
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7 |
SOLE DISPOSITIVE POWER
0 |
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8 |
SHARED DISPOSITIVE POWER
155,000 shares of Common Stock
345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1) |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000 shares of Common Stock
345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1) |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%(2) |
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12 |
TYPE OF REPORTING PERSON
OO |
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(1)
As more fully described in Item 4, the Pre-Funded Warrants (the “Warrants”) are each
subject to a 4.99% blocker (the “Warrant Blocker”). 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 Warrants
and does not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by each such
Reporting Person, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8) and (9).
(2)
Based on 2,683,329 shares of Common Stock outstanding as of July 29, 2024, as set forth in the Issuer’s
Form 424(b)(1), filed with the SEC on July 31, 2024, which includes 100,000 shares of Common Stock based on an exercise of the over-allotment
option which closed on August 2, 2024, reported in the Issuer’s Form 8-K filed with the SEC on August 7, 2024. |
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Item 1(a). |
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Name of Issuer: Better Choice Company Inc. (the “Issuer”) |
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Item 1(b). |
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Address of Issuer’s Principal Executive Offices: 12400 Race Track
Road
Tampa, Florida 33626 |
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Item 2(a). |
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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. |
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Item 2(b). |
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Address of Principal Business Office or, if None, Residence: |
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The address of the principal business office of each of the reporting persons is
152 West 57th Street, FL 20, New York, NY 10019 |
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Item 2(c). |
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Citizenship: |
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See Item 4 on the cover page(s) hereto. |
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Item 2(d). |
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Title of Class of Securities: |
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Common Stock, par value $0.001 (“Common Stock”) |
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Item 2(e). |
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CUSIP Number: 08771Y402 |
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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: |
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(a) |
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
CUSIP No. |
08771Y402 |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership. |
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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 2,683,329 shares of Common Stock outstanding as of July 29, 2024, as set forth in the Issuer’s
Form 424(b)(1), filed with the SEC on July 31, 2024, which includes 100,000 shares of Common Stock based on an exercise of the over-allotment
option which closed on August 2, 2024, reported in the Issuer’s Form 8-K filed with the SEC on August 7, 2024.
Pursuant to the terms of the securities purchase
agreement entered into between the Fund and the Issuer, the Fund purchased Common Stock and Pre-Funded Warrants. As described above the
Reporting Persons are subject to a Warrant Blocker and as a result cannot exercise the Warrants to the extent the Reporting Persons would
beneficially own, after any such conversion or exercise, more than 4.99% of the outstanding shares of Common Stock.
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Item 5. |
Ownership of Five Percent or Less of a Class. |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not applicable |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable |
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Item 10. |
Certification. |
By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §
240.14a-11.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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Dated: |
August 9, 2024 |
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Altium Capital Management, LP |
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By |
/s/ Jacob Gottlieb |
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Name: |
Jacob Gottlieb |
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Title: |
CEO |
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Altium Growth Fund, LP |
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By: Altium Growth GP, LLC |
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Its: General Partner |
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Signature: |
/s/ Jacob Gottlieb |
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Name: |
Jacob Gottlieb |
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Title: |
Managing Member of Altium Growth GP, LLC |
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Altium Growth GP, LLC |
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By: |
/s/ Jacob Gottlieb |
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Name: |
Jacob Gottlieb |
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Title: |
Managing Member |
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EXHIBIT INDEX
EXHIBIT 1: Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
Page 9 of 9
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall
be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information
concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning
the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
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Dated: |
August 9, 2024 |
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Altium Capital Management, LP |
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By: |
/s/ Jacob Gottlieb |
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Name: |
Jacob Gottlieb |
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Title: |
CEO |
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Altium Growth Fund, LP |
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By: Altium Growth GP, LLC |
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Its: General Partner
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Signature: |
/s/ Jacob Gottlieb |
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Name: |
Jacob Gottlieb |
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Title: |
Managing Member of Altium Growth GP, LLC |
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Altium Growth GP, LLC |
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By: |
/s/ Jacob Gottlieb |
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Name: |
Jacob Gottlieb |
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Title: |
Managing Member |
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