JOSEPH M. MANKO, JR.
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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1,046,045* (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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1,046,045* (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,046,045* (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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9.99% (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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*Includes 91,757 Shares underlying the Initial
Warrant (as defined and described in Item 3) that is currently exercisable, subject to the 9.99% Beneficial Ownership Limitation
(as defined and described in Item 4) and excludes 408,243 Shares underlying the Initial Warrant, which may not be exercised due
to the 9.99% Beneficial Ownership Limitation.
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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, 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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742,173* (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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742,173* (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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742,173* (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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7.1% (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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*Includes 91,757 Shares underlying the Initial
Warrant that is currently exercisable, subject to the 9.99% Beneficial Ownership Limitation, and excludes 408,243 Shares underlying
the Initial Warrant, which may not be exercised due to the 9.99% Beneficial Ownership Limitation.
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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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742,173* (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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742,173* (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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742,173* (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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7.1% (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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*Includes 91,757 Shares underlying the Initial
Warrant that is currently exercisable, subject to the 9.99% Beneficial Ownership Limitation, and excludes 408,243 Shares underlying
the Initial Warrant, which may not be exercised due to the 9.99% Beneficial Ownership Limitation.
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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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1,046,045* (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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1,046,045* (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,046,045* (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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9.99% (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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* Includes 91,757 Shares underlying the Initial
Warrant that is currently exercisable, subject to the 9.99% Beneficial Ownership Limitation and excludes 408,243 Shares underlying
the Initial Warrant, which may not be exercised due to the 9.99% Beneficial Ownership Limitation.
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
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 as otherwise noted. 111,647
Shares were purchased by HCPF pursuant to the February 7 Letter Agreement (as defined in the Schedule 13D), 55,823 Shares of which
HCPF then sold to HCM through the Horton Managed Account pursuant to the February 10 Letter Agreement (as defined in the Schedule
13D).
On April 3, 2020,
HCM entered into the Securities Purchase Agreement (as defined and described in Item 4) with the Issuer. In consideration for its
obligations under the Securities Purchase Agreement, HCM received a warrant (the “Initial Warrant”), with a 10-year
term, to purchase up to 500,000 Shares (the “Warrant Shares”), for an exercise price of $2.50 per share, subject to
certain anti-dilution adjustments as set forth in the Initial Warrant. On April 7, 2020, HCM transferred the Initial Warrant to
HCPF.
The aggregate purchase
price of the 650,416 Shares beneficially owned by HCPF is approximately $2,206,597, including brokerage commissions.
The aggregate purchase
price of the 303,872 Shares held in the Horton Managed Account is approximately $938,954, including brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended
to add the following:
On April 3, 2020,
the Issuer entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with HCM and its Designees
(as defined in the Securities Purchase Agreement)(collectively, the “Purchaser”), which provides that, upon the terms
and subject to the conditions and limitations set forth therein, HCM is committed to purchase up to an aggregate of $2,500,000
of Shares (the “Purchase Shares”) over the term of the Securities Purchase Agreement, which terminates on March 31,
2021. Upon signing the Securities Purchase Agreement, the Issuer issued HCM the Initial Warrant to purchase up to 500,000 Shares
in consideration of HCM’s obligation to purchase the Purchase Shares, the exercise of which is subject to certain anti-dilution
adjustments and limitations as set forth in the Initial Warrant, including a conversion cap which precludes the Holder (as defined
in the Securities Purchase Agreement) from exercising all or a portion of the Initial Warrant if, after such exercise, such Holder
would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more
than 9.99% of the Shares outstanding immediately after giving effect to such exercise (the “9.99% Beneficial Ownership Limitation”).
Securities Purchase Agreement and Warrants
Upon the terms and
conditions set forth in the Securities Purchase Agreement, the Issuer may direct the purchase of the Purchase Shares by HCM by
the delivery of a “Funding Notice” to HCM. The number of Purchase Shares that HCM shall receive for each Funding Notice
shall be determined by dividing the directed purchase amount by the “Purchase Price,” which is defined as a per-share
amount equal to 85% of (a) the closing market price on the date a Funding Notice is made, or (b) the 10-day weighted average closing
bid price for the 10 trading days preceding or following such Funding Notice date, whichever is lowest, as reported on the NYSE
American exchange. Each Funding Notice must include the amount to be purchased and such amount cannot be less than $500,000.
According to the terms
of the Securities Purchase Agreement, at the closing of each funding and purchase of Purchase Shares, the Issuer shall simultaneously
grant to the Purchaser a warrant to purchase the number Shares (each a “Funding Warrant”, and collectively, together
with the Initial Warrant, the “Warrants”) equal to the number of Purchase Shares purchased in such funding, with an
exercise price equal to 125% of Purchase Price. The Funding Warrants will each have a 10-year term and other customary provisions,
including anti-dilution protections.
The Securities Purchase
Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions. The Purchaser
has covenanted not to cause or engage in any direct or indirect short selling or hedging of the Issuer’s common stock.
Registration Rights Agreement
In connection with
the Securities Purchase Agreement, the Issuer also entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with HCM and its Designees, dated April 3, 2020. Pursuant to the Registration Rights Agreement, the Issuer agreed
to grant piggy-back registration rights under certain circumstances, and demand registration rights under other circumstances.
With respect to the
piggy-back registration rights, if the Issuer proposes to register the sale of any of its stock or other securities under the Securities
Act of 1933, as amended (the “Securities Act”) in connection with the public offering of such securities solely for
cash, or the resale of Shares by other selling stockholders, the Issuer agreed that prior to such filing, it will give written
notice to HCM of its intention to do so. Upon the written request of HCM given within twenty (20) days after the Issuer provides
such notice (which request shall state the intended method of disposition of such registrable securities by HCM), the Issuer will
file a registration statement to register the resale of all such registrable securities which the HCM has requested the Issuer
to register.
With respect to the
demand registration rights, following the one (1) year anniversary of the execution of the Registration Rights Agreement, HCM shall
have the right, by delivering written notice to the Issuer (a “Demand Notice”), to require the Issuer to register the
number of registrable securities requested to be so registered pursuant to the terms of the Registration Rights Agreement (a “Demand
Registration”). Following the receipt of a Demand Notice for a Demand Registration, the Issuer has agreed to file a registration
statement not later than sixty (60) days after such Demand Notice, and will use commercially reasonable efforts to cause such registration
statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.
The foregoing descriptions
of the Securities Purchase Agreement, the Registration Rights Agreement, the Initial Warrant and the Funding Warrant are qualified
in their entirety by reference to the actual terms of the respective agreements, which are included as Exhibits 99.1 through 99.4,
respectively, hereto.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) –
(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon a denominator that is the sum of: (i) 10,379,164 Shares outstanding,
as of March 30, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 20, 2020, and (ii) certain of the 500,000 Shares underlying the Initial
Warrant. As of the close of business on April 7, 2020, the 9.99% Beneficial Ownership Limitation limits the exercise of the Initial
Warrant to 91,757 of the 500,000 Shares underlying the Initial Warrant.
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(a)
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As of the close of business on April 7, 2020, HCPF beneficially owned 742,173 Shares, including
91,757 Shares underlying the Initial Warrant.
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Percentage: Approximately
7.1%
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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: 742,173
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 742,173
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(c)
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Other than the receipt of the Initial Warrant from HCM as described in Item 3 above, the transaction
in the securities of the Issuer by HCPF since the filing of the Schedule 13D is set forth in Schedule A and is incorporated herein
by reference.
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(a)
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As the general partner of HCPF, HCP may be deemed the beneficial owner of the 742,173 Shares beneficially
owned by HCPF, including 91,757 Shares underlying the Initial Warrant.
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Percentage: Approximately
7.1%
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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: 742,173
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 742,173
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(c)
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HCP has not entered into any transactions in the securities of the Issuer since the filing of the
Schedule 13D. Other than the receipt of the Initial Warrant from HCM as described in Item 3 above, the transaction in the securities
of the Issuer on behalf of HCPF since the filing of the Schedule 13D is set forth in Schedule A and is incorporated herein by reference.
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(a)
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As of the close of business on April 7, 2020, 303,872 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) 742,173 Shares
owned by HCPF, including 91,757 Shares underlying the Initial Warrant, and (ii) 303,872 Shares held in the Horton Managed Account.
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Percentage: Approximately
9.99%
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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: 1,046,045
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,046,045
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(c)
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Other than the receipt of the Initial Warrant from the Issuer and subsequent transfer of the
Initial Warrant from HCM to HCPF as described in Item 3 above, the transactions in the securities of the Issuer by HCM
through the Horton Managed Account and on behalf of HCPF since the filing of the Schedule 13D are set forth in Schedule A and
are incorporated herein by reference.
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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) 742,173 Shares owned by HCPF, including 91,757 Shares underlying the Initial Warrant, and (ii) 303,872 Shares held in the
Horton Managed Account.
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Percentage: Approximately
9.99%
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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: 1,046,045
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,046,045
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(c)
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Mr. Manko has not entered into any transactions in the securities of the Issuer since the
filing of the Schedule 13D. Other than the receipt of the Initial Warrant from the Issuer and subsequent transfer of the
Initial Warrant from HCM to HCPF as described in Item 3 above, the transactions in the securities of the Issuer on behalf of
HCPF and HCM through the Horton Managed Account, since the filing of the Schedule 13D are set forth in Schedule A and are
incorporated herein by reference.
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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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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended
to add the following:
The descriptions of
the Securities Purchase Agreement, Registration Rights Agreement, Initial Warrant and Funding Warrant as set forth above are incorporated
herein by reference, each of which is attached hereto as Exhibit 99.1, 99.2, 99.3 and 99.4, respectively.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended
to add the following exhibits:
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99.1
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Securities Purchase Agreement by and between Horton Capital Management, LLC and the Issuer dated
April 3, 2020 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on
April 7, 2020).
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99.2
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Registration Rights Agreement by and between Horton Capital Management, LLC and the Issuer dated
April 3, 2020 (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed with the SEC on
April 7, 2020).
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99.3
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Initial Warrant (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report
on Form 8-K filed with the SEC on April 7, 2020).
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99.4
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Funding Warrant (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report
on Form 8-K filed with the SEC on April 7, 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: April 7, 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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|
|
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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 Securities
of the Issuer Since the Filing of the Schedule 13D
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
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HORTON CAPITAL PARTNERS FUND,
LP
Purchase of Common Stock
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2,400
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3.2999
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02/28/2020
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HORTON CAPITAL MANAGEMENT, LLC
(Through The Horton Managed Account)
Purchase of Common Stock
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6,343
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3.4682
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02/27/2020
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