Amended Statement of Beneficial Ownership (sc 13d/a)
January 13 2021 - 4:35PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)
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LANTRONIX,
INC.
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(Name of Issuer)
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Common Stock, Par Value $0.0001 Per Share
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(Title of Class of Securities)
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516548203
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(CUSIP Number)
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Martin M. Hale, Jr.
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17 State Street, Suite 3230
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New York, NY 10004
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(212) 751-8800
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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January 11, 2021
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 9 Pages)
* 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).
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1
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NAME OF REPORTING PERSON
Martin M. Hale, 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)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,199,351 Shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,199,351 Shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,199,351 Shares of Common Stock
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12
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CHECK 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)
4.19%*
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14
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TYPE OF REPORTING PERSON
IN
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*Based on 28,590,989 shares of Common Stock outstanding as of
November 6, 2020 as disclosed in the Quarterly Report on Form 10-Q of Lantronix, Inc. (the “Issuer”) for the quarterly
period ended September 30, 2020.
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1
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NAME OF REPORTING PERSON
Hale Fund 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)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,199,351 Shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,199,351 Shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,199,351 Shares of Common Stock
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12
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CHECK 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)
4.19%*
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14
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TYPE OF REPORTING PERSON
OO
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*Based on 28,590,989 shares of Common Stock outstanding as of
November 6, 2020 as disclosed in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2020.
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1
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NAME OF REPORTING PERSON
Hale Capital Management, 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)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,199,351 Shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,199,351 Shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,199,351 Shares of Common Stock
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12
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CHECK 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)
4.19%*
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14
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TYPE OF REPORTING PERSON
PN
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*Based on 28,590,989 shares of Common Stock outstanding as of
November 6, 2020 as disclosed in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2020.
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1
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NAME OF REPORTING PERSON
Hale Capital Partners, 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)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,199,351 Shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,199,351 Shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,199,351 Shares of Common Stock
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12
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CHECK 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)
4.19%*
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14
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TYPE OF REPORTING PERSON
PN
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*Based on 28,590,989 shares of Common Stock outstanding as of
November 6, 2020 as disclosed in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2020.
This Amendment No. 2 (“Amendment
No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on June 24, 2016 (the “Original Schedule 13D”) and as amended by Amendment No. 1 filed with the SEC on September
25, 2020 (“Amendment No. 1”; the Original Schedule 13D, Amendment No. 1 and this Amendment No. 2 are collectively
referred to as, the “Schedule 13D”) with respect to the common stock, par value $0.0001 per share (the “Common
Stock”), of Lantronix, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive
offices are located at 7535 Irvine Center Drive, Suite 100, Irvine, California 92618. This Amendment No. 2 amends and supplements
Item 5 of the Schedule 13D as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2
have the meanings set forth in the Schedule 13D.
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Item 5.
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INTEREST IN SECURITIES OF THE COMPANY.
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Paragraphs (a) –
(c) of Item 5 of Schedule 13D are hereby amended and restated in their entirety as follows:
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(a)
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See rows (11) and (13) of the cover pages to this Amendment No. 2 for the aggregate number of shares
of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons. Percentages of the shares of
Common Stock outstanding reported in this Amendment No. 2 are calculated based upon 28,590,989 shares of Common Stock outstanding
as of November 6, 2020 as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2020.
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(b)
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See rows (7) through (10) of the cover pages to this Amendment No. 2 for the number of shares of
Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power
to dispose or to direct the disposition.
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(c)
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During the past sixty (60) days, the Reporting Persons effected the sale transactions set forth
on Exhibit A annexed hereto.
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The Schedule 13D is hereby amended and supplemented by adding
the following: As of January 11, 2021, the Reporting Persons ceased to beneficially own more than five percent of the Common
Stock.
SIGNATURES
After reasonable inquiry and to the best
of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: January 13, 2021
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/s/ Martin M. Hale, Jr.
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HALE CAPITAL MANAGEMENT, LP
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By:
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Hale Fund Management, LLC, its General Partner
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By:
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/s/ Martin M. Hale, Jr.
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Name:
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Martin M. Hale, Jr.
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Title:
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Chief Executive Officer
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HALE CAPITAL PARTNERS, LP
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By:
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Hale Fund Management, LLC, its General Partner
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By:
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/s/
Martin M. Hale, Jr.
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Name:
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Martin M. Hale, Jr.
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Title:
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Chief Executive Officer
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HALE FUND MANAGEMENT, LLC
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By:
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/s/ Martin
M. Hale, Jr.
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Name:
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Martin M. Hale, Jr.
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Title:
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Chief Executive Officer
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Exhibit A
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Name of Reporting Person
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Date of Transaction
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Number
of Shares of Common Stock Sold
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Price Per Share
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Transaction Effected
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HALE CAPITAL PARTNERS LP
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12/07/2020
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4,886
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$5.15
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Open Market Sale
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HALE CAPITAL PARTNERS LP
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12/28/2020
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118,057
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$4.64
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Open Market Sale
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HALE CAPITAL PARTNERS LP
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12/31/2020
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1,500
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$4.49
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Open Market Sale
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HALE CAPITAL PARTNERS LP
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01/06/2021
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9,620
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$4.54
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Open Market Sale
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HALE CAPITAL PARTNERS LP
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01/07/2021
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21,839
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$4.70
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Open Market Sale
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HALE CAPITAL PARTNERS LP
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01/08/2021
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13,571
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$4.74
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Open Market Sale
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HALE CAPITAL PARTNERS LP
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01/11/2021
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26,332
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$4.77
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Open Market Sale
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