Except as described in this Amendment No. 10 to Schedule 13D, none of the Reporting Persons has any
present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However, the Reporting Persons will continue to review the business of the Issuer
and, depending upon one or more of the factors referred to above, may in the future propose that the Issuer take one or more such actions.
The
information set forth under Items 3 and 6 hereof is incorporated by reference herein.
Item 5. |
Interest in Securities of the Issuer. |
(a)-(b)
TOTAL OUTSTANDING SHARES. According to the
Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission (the SEC) on November 14, 2023, the
number of shares of the Issuers Common Stock outstanding on November 10, 2023 was 5,529,149 shares. For purposes of calculating the total outstanding shares of Common Stock on the date of filing of this Amendment No. 10, the
Reporting Persons have included 1,598,721 shares of Common Stock issuable in connection with the Convertible Notes.
EWHP INVESTORS. As of the date of
filing of this Amendment No. 10, the Reporting Persons are the beneficial owners of (i) 1,089,190 shares of the Issuers Common Stock (1,047,064 shares held by EWHP and 42,126 shares held by EWHP-A),
(ii) 1,000,050 shares of the Issuers Common Stock (961,370 shares held by EWHP and 38,680 shares held by EWHP-A), issuable upon conversion of 1,500,000 shares of Voting Convertible Preferred Stock, par
value $0.0001 per share, of the Issuer (1,441,983 shares held by EWHP and 58,017 shares held by EWHP-A), acquired in November 2022 (the Junior Preferred Stock), (iii) 1,090,403 shares
of the Issuers Common Stock (1,048,230 shares held by EWHP and 42,173 shares held by EWHP-A), issuable upon conversion of the Senior Convertible Preferred Stock, par value $0.0001 per share, of the
Issuer (Senior Preferred Stock), which are convertible within 60 days of the date hereof (for the avoidance of doubt, these shares are subject to limitations on convertibility imposed by the rules and regulations of the
Nasdaq Capital Market as noted below), (iv) 12,373 shares of the Issuers Common Stock issuable upon the exercise of Warrants held by EWHP-A, which were exercisable beginning on May 7, 2020, (v)
307,539 shares of the Issuers Common Stock issuable upon the exercise of Warrants held by EWHP, which were exercisable beginning September 16, 2020, (vi) stock options issued to R. Scott Barry to purchase 5,426 shares of the Issuers
Common Stock (5,216 shares held for the benefit of EWHP and 210 shares held for the benefit of EWHP-A), which will be exercisable within 60 days of the date hereof, and (vii) 1,105,277 shares of the
Issuers Common Stock issuable upon conversion of the Convertible Notes (1,062,529 shares held by EWHP and 42,748 shares held by EWHP-A), which are convertible within 60 days of the date hereof (for the
avoidance of doubt, these shares are subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market as noted below).
The shares of the Issuers Common Stock shown to be beneficially owned before the date of this filing exclude (a) 2,991,458 shares of the Issuers
Common Stock issuable upon conversion of 1,121,783 shares of Senior Preferred Stock held by EWHP, (b) 120,352 shares of the Issuers Common Stock issuable upon conversion of 45,131 shares of Senior Preferred Stock held by EWHP-A, (c) 474,361 shares of the Issuers Common Stock issuable upon conversion of $593,425 principal value of the Convertible Notes held by EWHP, and (d) 19,083 shares of the Issuers Common Stock
issuable upon conversion of $23,873 principal value of Convertible Notes held by EWHP-A, as such conversions cannot occur within 60 days after the date hereof due to limitations on convertibility imposed by
the rules and regulations of the Nasdaq Capital Market.
(a) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting
Person. The number of shares listed in Row 9, Row 10 and Row 11 for each Reporting Person includes the shares of Common Stock held by the Reporting Person, shares of Common Stock issuable upon conversion of shares of Junior Preferred Stock held by
the Reporting Person, shares of Common Stock issuable upon conversion of shares of Senior Preferred Stock held by the Reporting Person within 60 days of the date hereof (subject to limitations on convertibility imposed by the rules and regulations
of the Nasdaq Capital Market), shares of Common Stock issuable upon the exercise of the Warrants held by the Reporting Person, shares of Common Stock issuable upon exercise of the stock options held by the Reporting Person, and shares of Common
Stock issuable upon the conversion of the Convertible Notes held by the Reporting Person.