Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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. 1)1
Nuwellis, Inc. f/k/a CHF Solutions, Inc. |
(Name of Issuer) |
Common Stock, par value $0.0001 per share |
(Title of Class of Securities) |
67113Y108 |
(CUSIP Number) |
December 31, 2021 |
(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).
CUSIP No. 67113Y108
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 | 65,994 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | ||||||||||||||||||
PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
0 | |||||||||||||||||||
8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
65,994 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |||||||||||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
65,994 shares of Common Stock issuable upon exercise of Warrants (See Item 4) | |||||||||||||||||||
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 |
* As more fully described in Item 4, the Warrants
are subject to a 4.99% blocker. The percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding
Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, 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 the exercise
of all such Warrants and do not give effect to such blockers.
2 |
CUSIP No. 67113Y108
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 | 65,994 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | ||||||||||||||||||
PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
0 | |||||||||||||||||||
8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
65,994 shares of Common Stock issuable upon exercise of Warrants (See Item 4) | |||||||||||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
65,994 shares of Common Stock issuable upon exercise of Warrants (See Item 4) | |||||||||||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
td> | Less than one percent* | ||||||||||||||||||
12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
* As more fully described in Item 4, the Warrants
are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding
Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, 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 the exercise
of all such Warrants and do not give effect to such blockers.
3 |
CUSIP No. 67113Y108
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 | 161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4)* |
||||||||||||||||||
PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
0 | |||||||||||||||||||
8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4) |
|||||||||||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4)* |
|||||||||||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
1.6% | |||||||||||||||||||
12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
PN |
* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, 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 the exercise of all such Warrants and do not give effect to such blockers.
4 |
CUSIP No. 67113Y108
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 | 161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4)* |
||||||||||||||||||
PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
0 | |||||||||||||||||||
8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4) |
|||||||||||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4) |
|||||||||||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
1.6% | |||||||||||||||||||
12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
PN |
* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, 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 the exercise of all such Warrants and do not give effect to such blockers.
5 |
CUSIP No. 67113Y108
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 | 161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4)* |
||||||||||||||||||
PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
0 | |||||||||||||||||||
8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4)* |
|||||||||||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4)* |
|||||||||||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
1.6% | |||||||||||||||||||
12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, 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 the exercise of all such Warrants and do not give effect to such blockers.
6 |
CUSIP No. 67113Y108
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 | 161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4) |
||||||||||||||||||
PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
0 | |||||||||||||||||||
8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4) |
|||||||||||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
161,549 shares of Common Stock 3,333 shares issuable upon exercise of Warrants (See Item 4) |
|||||||||||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
1.6% | |||||||||||||||||||
12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Stock held by the Reporting Person after reflecting for the exercise of the Warrants. In addition, 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 the exercise of all such Warrants and do not give effect to such blockers.
7 |
CUSIP No. 67113Y108
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 | 100,000 shares of Common Stock | ||||||||||||||||||
OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 161,549 shares of Common Stock* 69,327 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* |
||||||||||||||||||
PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
100,000 shares of Common Stock | |||||||||||||||||||
8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
161,549 shares of Common Stock* 69,327 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* |
|||||||||||||||||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
261,549 shares of Common Stock* 69,327 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* |
|||||||||||||||||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
2.2%* | |||||||||||||||||||
12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
IN |
* Consists of 65,994 shares of Common Stock issuable
upon exercise of Warrants owned by Bigger Capital, 161,549 shares of Common Stock owned by District 2 CF, 3,333 shares of Common Stock
issuable upon exercise of Warrants owned by District 2 CF and 100,000 shares held through an IRA of Mr. Bigger. As more fully described
in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) does not give effect to such blockers.
In addition, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the
exercise of all such Warrants and do not give effect to such blockers.
8 |
CUSIP No. 67113Y108
Item 1(a). | Name of Issuer: |
Nuwellis, Inc., a Delaware corporation (the “Issuer”).
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
12988 Valley View Road
Eden, Prairie, MN 55344
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”)
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: Delaware
Bigger Capital Fund GP, LLC (“Bigger
GP”)
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: Delaware
Michael Bigger
2250 Red Springs Drive
Las Vegas, NV 89135
Citizenship: USA
District 2 Capital Fund LP (“District
2 CF”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 Capital LP (“District
2”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 GP LLC (“District 2 GP”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware
District 2 Holdings LLC (“District
2 Holdings”)
175 W Carver Street
Huntington, NY 11743
Citizenship: Delaware
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
9 |
CUSIP No. 67113Y108
Item 2(d). | Title of Class of Securities: |
Common Stock, $0.0001 par value (the “Common Stock”).
Item 2(e). | CUSIP Number: |
67113Y108
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 December 31, 2021, Bigger Capital beneficially owned 65,994 shares of Common Stock issuable upon the exercise of Warrants at varying exercise prices (the “Warrants”).
10 |
CUSIP No. 67113Y108
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own 65,994 shares of Common Stock issuable upon exercise of Warrants beneficially owned by Bigger Capital.
As of December 31, 2021, District 2 CF beneficially owned 161,549 shares of Common Stock and 3,333 shares issuable upon the exercise of Warrants.
District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 161,549 shares of Common Stock and 3,333 shares issuable upon exercise of the Warrants beneficially owned by District 2 CF.
District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 161,549 shares of Common Stock and 3,333 shares issuable upon exercise of the Warrants beneficially owned by District 2 CF.
District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 161,549 shares of Common Stock and 3,333 shares issuable upon exercise of the Warrants beneficially owned by District 2 CF.
Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own (i) 65,994 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, (ii) 161,549 shares of Common Stock, and (iii) 3,333 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF. In addition, Mr. Bigger through an IRA owns 100,000 shares of Common Stock.
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. 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, and 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 10,537,606 shares of Common Stock outstanding as of November 5, 2021, as reputed in the Company’s Form 10-Q for the period ended September 30, 2021 filed on November 10, 2021 with the Securities Exchange Commission. In addition, the foregoing reflects with respect to (i) Bigger Capital and Bigger GP, the exercise of Warrants to Purchase 65,994 shares (ii) District 2 CF, District 2, District 2 GP and District 2 Holdings, the exercise of Warrants to purchase 3,333 shares and (iii) with respect to Mr. Bigger, the exercise of the Warrants reflected in (i) and (ii).
As of the close of business on December 31, 2021, (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 collectively beneficially own 1.6% of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to own approximately 2.2% of the outstanding shares of Common Stock.
11 |
CUSIP No. 67113Y108
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock.
(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. |
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:[x].
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary That 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. Previously Filed.
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.
12 |
CUSIP No. 67113Y108
SIGNATURE
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 3, 2022
BIGGER CAPITAL FUND, LP | BIGGER CAPITAL FUND GP, LLC | |||
By: | Bigger Capital Fund GP, LLC, its general partner | By: |
/s/ Michael Bigger | |
Michael Bigger | ||||
By: |
/s/ Michael Bigger |
Managing Member | ||
Michael Bigger | ||||
Managing Member | ||||
DISTRICT 2 CAPITAL LP | ||||
DISTRICT 2 CAPITAL FUND LP | By: |
/s/ Michael Bigger | ||
Michael Bigger | ||||
By: | District 2 GP LLC, its general partner | Managing Member | ||
By: |
/s/ Michael Bigger |
|||
Michael Bigger | DISTRICT 2 HOLDINGS LLC | |||
Managing Member | ||||
By: |
/s/ Michael Bigger | |||
Michael Bigger | ||||
DISTRICT 2 GP LLC | Managing Member | |||
By: |
/s/ Michael Bigger |
|||
Michael Bigger |
/s/ Michael Bigger | |||
Managing Member | Michael Bigger |
13 |