Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 6:26AM
Edgar (US Regulatory)
Page 1 of 8
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No 2)*
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CHF Solutions, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001
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(Title of Class of Securities)
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12542Q870
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule
13d-1(b)
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☒
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Rule
13d-1(c)
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☐
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Rule
13d-1(d)
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* The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1
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NAME OF REPORTING PERSONS
Altium Capital Management, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING
0
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6
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SHARED VOTING POWER
9,524 shares of Common Stock issuable upon exercise of Series A
Warrants (see Item 4) (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
9,524 shares of Common Stock issuable upon exercise of Series A
Warrants (see Item 4) (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,524 shares of Common Stock issuable upon exercise of Series A
Warrants (see Item 4) (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% (see Item 4)(1)(2)
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12
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TYPE OF REPORTING PERSON
IA, PN
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(1)
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As described in Item 4, the Reported Warrants are subject to a 4.99%
blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares
of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to
such blockers.
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(2)
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Based on 2,736,060 shares of Common Stock outstanding as of November 9, 2020 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
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1
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NAME OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING
0
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6
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SHARED VOTING POWER
9,524 shares of Common Stock issuable upon exercise of Series A
Warrants (see Item 4) (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
9,524 shares of Common Stock issuable upon exercise of Series A
Warrants (see Item 4) (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,524 shares of Common Stock issuable upon exercise of Series A
Warrants (see Item 4) (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% (see Item 4) (1)(2)
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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As described in Item 4,
the Warrants are subject to a 4.99% blocker. However, as more fully described in Item 4, the securities reported in rows (6),
(8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported
securities and do not give effect to such blockers.
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(2)
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Based on 2,736,060 shares
of Common Stock outstanding as of November 12, 2020 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange
Commission on November 12, 2020.
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1
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NAME OF REPORTING PERSONS
Altium Growth GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING
0
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6
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SHARED VOTING POWER
9,524 shares of Common Stock issuable upon exercise of Series A
Warrants (see Item 4) (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
9,524 shares of Common Stock issuable upon exercise of Series A
Warrants (see Item 4) (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,524 shares of Common Stock issuable upon exercise of Series A
Warrants (see Item 4) (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% (see Item 4)1)(2)
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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As described in Item 4,
the Warrants are subject to a 4.99% blocker. However, as more fully described in Item 4, the securities reported in rows (6),
(8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported
securities and do not give effect to such blockers.
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(2)
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Based on 2,736,060 shares
of Common Stock outstanding as of November 12, 2020 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange
Commission on November 12, 2020.
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Item 1(a).
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Name of Issuer: CHF Solutions, Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices: 12988
Valley View Road
Eden Prairie, MN 55344
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Item 2(a).
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Name of Person Filing:
This statement is jointly filed by and on behalf of each of Altium
Growth Fund, LP (the “Fund”), Altium Capital Management, LP, and Altium Growth GP, LLC. The Fund is the record and
direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of,
and may be deemed to beneficially own securities, owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may
be deemed to beneficially own securities owned by, the Fund.
Each reporting person declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, the beneficial owner of any securities covered by this statement.
Each of the reporting persons may be deemed to be a member of a
group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the
reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing
to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring,
holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii)
a member of any group with respect to the Issuer or any securities of the Issuer.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the reporting
persons is
152 West 57th Street, FL 20, New York, NY 10019
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Item 2(c).
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Citizenship:
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See Item 4 on the cover page(s) hereto.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001 (“Common Stock”)
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Item 2(e).
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CUSIP Number: 12542Q870
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Item 3.
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If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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The information as of the date of
the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover
page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage
set forth in Row 11 of the cover page for each Reporting Person is based on 2,736,060 shares of Common Stock outstanding as of
November 9, 2020 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 12, 2020.
Pursuant to the terms of the securities
purchase agreement entered into between the Fund and the Issuer, the Reporting Persons cannot exercise the Reported Warrants to
the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of
Common Stock (the “Warrant Blocker”).
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
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Altium Capital Management, LP
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By:
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/s/ Jacob
Gottlieb
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Name:
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Jacob Gottlieb
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Title:
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CEO
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Altium Growth Fund, LP
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By: Altium Growth GP, LLC
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Its: General Partner
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Signature:
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/s/
Jacob Gottlieb
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Name:
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Jacob Gottlieb
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Title:
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Managing Member of Altium Growth GP, LLC
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Altium
Growth GP, LLC
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By:
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/s/ Jacob
Gottlieb
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Name:
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Jacob Gottlieb
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Title:
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Managing Member
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