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).
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1
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NAME OF REPORTING PERSON
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HORTON CAPITAL MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC, OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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945,545 (See Item 5)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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945,545 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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945,545 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.1% (See Item 5)
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14
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TYPE OF REPORTING PERSON
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IA; OO
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1
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NAME OF REPORTING PERSON
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HORTON CAPITAL PARTNERS FUND, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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648,016 (See Item 5)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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648,016 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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648,016 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.3% (See Item 5)
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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HORTON CAPITAL PARTNERS, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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648,016 (See Item 5)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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648,016 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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648,016 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.3% (See Item 5)
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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JOSEPH M. MANKO, JR.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES OF AMERICA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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945,545 (See Item 5)
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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945,545 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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945,545 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.1% (See Item 5)
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement relates
to the Common Stock, par value $0.001 per share (the “Shares”), of Cynergistek, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 11940 Jollyville Road, Suite 300-N, Austin, Texas 78759.
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Item 2.
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Identity and Background.
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(a) This
statement is filed by:
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(i)
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Horton Capital Partners Fund, LP, a Delaware limited partnership (“HCPF”), with respect
to the Shares directly owned by it;
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(ii)
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Horton Capital Partners LLC, a Delaware limited liability
company (“HCP”), as the general partner of HCPF;
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(iii)
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Horton Capital Management, LLC, a Delaware limited liability company (“HCM”), as the
investment manager of HCPF and of a certain managed account (the “Horton Managed Account”); and
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(iv)
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Joseph M. Manko, Jr. (“Mr. Manko”), as
the Managing Member of each of HCP and HCM.
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Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of the Reporting Persons is 1717 Arch Street, Suite 3920, Philadelphia, PA 19103.
(c) The
principal business of HCPF is purchasing, holding and selling securities for investment purposes. The principal business of HCP
is serving as the general partner of HCPF. The principal business of HCM is serving as the
investment manager of HCPF and the Horton Managed Account. The principal occupation of Mr.
Manko is serving as the managing member of HCP and HCM.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr.
Manko is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Shares purchased
by each of HCPF and HCM through the Horton Managed Account 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, except for an aggregate of 111,647
Shares, as set forth in Schedule A, which were purchased by HCPF pursuant to a letter agreement, dated February 7, 2020, between
HCPF and an unaffiliated third party (the “February 7 Letter Agreement”), 55,823 Shares of which HCPF then sold to
HCM through the Horton Managed Account pursuant to a letter agreement, dated February 10, 2020, between HCPF and HCM (the “February
10 Letter Agreement” and together with the February 7 Letter Agreement, the “Letter Agreements”).
The aggregate purchase
price of the 648,016 Shares beneficially owned by HCPF is approximately $2,198,641, including brokerage commissions.
The aggregate purchase
price of the 297,529 Shares held in the Horton Managed Account is approximately $916,860, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons purchased
the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor
to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market
or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels
of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders
of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business
combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business
combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments,
or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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The aggregate percentage
of Shares reported owned by each person named herein is based upon 10,337,711 Shares outstanding, as of November 10, 2019, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 12, 2019.
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(a)
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As of the close of business on February 13, 2020, HCPF beneficially owned 648,016 Shares.
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Percentage: Approximately 6.3%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 648,016
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 648,016
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(c)
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The transactions in the Shares by HCPF during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
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B. HCP
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(a)
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As the general partner of HCPF, HCP may be deemed the beneficial owner of the 648,016 Shares owned
by HCPF.
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Percentage: Approximately 6.3%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 648,016
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 648,016
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(c)
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HCP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of HCPF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on February 13, 2020, 297,529 Shares were held in the Horton Managed
Account. HCM, as the investment manager of HCPF and the Horton Managed Account, may be deemed the beneficial owner of the (i) 648,016
Shares owned by HCPF and (ii) 297,529 Shares held in the Horton Managed Account.
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Percentage: Approximately 9.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 945,545
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 945,545
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(c)
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The transactions in the Shares by HCM through the Horton Managed Account and on behalf of HCPF
during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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D. Mr.
Manko
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(a)
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As the Managing Member of each of HCP and HCM, Mr. Manko may be deemed the beneficial owner of
the (i) 648,016 Shares owned by HCPF and (ii) 297,529 Shares held in the Horton Managed Account.
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Percentage: Approximately 9.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 945,545
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 945,545
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(c)
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Mr. Manko has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of HCPF and HCM through the Horton Managed Account during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the
Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly
own.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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On February 14, 2020,
the Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each
of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The
Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, 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.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Joint Filing Agreement by and among Horton Capital Partners Fund, LP, Horton Capital Partners LLC,
Horton Capital Management, LLC and Mr. Manko, dated February 14, 2020.
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SIGNATURES
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: February 14, 2020
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HORTON CAPITAL PARTNERS FUND, LP
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By:
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Horton Capital Partners, LLC, its general partner
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By:
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/s/ Joseph M. Manko, Jr.
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Name:
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Joseph M. Manko, Jr.
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Title:
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Managing Member
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HORTON CAPITAL PARTNERS, LLC
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By:
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/s/ Joseph M. Manko, Jr.
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Name:
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Joseph M. Manko, Jr.
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Title:
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Managing Member
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HORTON CAPITAL MANAGEMENT, LLC
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By:
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/s/ Joseph M. Manko, Jr.
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Name:
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Joseph M. Manko, Jr.
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Title:
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Managing Member
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/s/ Joseph M. Manko, Jr.
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JOSEPH M. MANKO, JR.
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SCHEDULE A
Transactions in the Shares During
the Past Sixty Days
Nature of the Transaction
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Amount of Securities
Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
|
HORTON
CAPITAL PARTNERS FUND, LP
Purchase of Common Stock
|
12,500
|
3.0261
|
12/16/2019
|
Purchase of Common Stock
|
10,478
|
2.9721
|
12/18/2019
|
Purchase of Common Stock
|
50,000
|
2.9301
|
12/19/2019
|
Purchase of Common Stock
|
2,582
|
3.0000
|
12/20/2019
|
Purchase of Common Stock
|
24,933
|
2.9600
|
12/24/2019
|
Purchase of Common Stock
|
2,500
|
3.0000
|
12/27/2019
|
Purchase of Common Stock
|
4,091
|
3.6929
|
02/04/2020
|
Purchase of Common Stock
|
111,6471
|
3.6000
|
02/07/2020
|
Sale of Common Stock
|
(55,823)2
|
3.6000
|
02/10/2020
|
HORTON
CAPITAL MANAGEMENT, LLC
(Through The Horton Managed Account)
Purchase of Common Stock
|
150,261
|
2.9307
|
12/19/2019
|
Purchase of Common Stock
|
7,746
|
3.0000
|
12/20/2019
|
Purchase of Common Stock
|
74,799
|
2.9600
|
12/24/2019
|
Purchase of Common Stock
|
1,400
|
3.0000
|
12/26/2019
|
Purchase of Common Stock
|
7,500
|
3.0000
|
12/27/2019
|
Purchase of Common Stock
|
55,8233
|
3.6000
|
02/10/2019
|
________________________
1 Represents a purchase of shares pursuant to the February
7 Letter Agreement defined and described in Item 3 of the Schedule 13D
2 Represents a sale of shares pursuant to the February
10 Letter Agreement defined and described in Item 3 of the Schedule 13D
3 Represents a purchase of shares pursuant to the February
10 Letter Agreement defined and described in Item 3 of the Schedule 13D