The Reporting Persons have determined to consider, evaluate and discuss with the Issuer and other
stockholders, industry analysts and other interested parties one or more potential transactions which may result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act, including, but not
limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions. The Reporting Persons do not intend to amend this
Schedule 13D in relation to such discussions and evaluation unless and until an agreement has been reached, except if facts and circumstances otherwise require the Reporting Persons to do so.
The Reporting Persons retain the right to change their investment intent at any time and there is no assurance the Reporting Persons will continue discussion
or evaluation of any transactions or that any transaction will be pursued and, if pursued, will be consummated. Moreover, any actions described in this Item 4 that the Reporting Persons might undertake may be made at any time and from time to time
and such determinations will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to, an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of
the Issuers securities; general market, industry and economic conditions; and other future developments affecting the Issuer.
Other than as
described in this Item 4 above, the Reporting Persons do not have any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D
of the Act.
Item 5. |
Interests in Securities of the Issuer |
(a) As of the date hereof, the Reporting Persons, together, beneficially owned 61,308 shares of the Issuers Common Stock (the Subject
Shares), representing approximately 9.0% of the shares of the Issuers Common Stock, calculated based on a total of 684,394 shares of the Issuers Common Stock outstanding as of May 14, 2024, which represents the 8,212,737
shares of the Issuers Common Stock outstanding as of May 14, 2024 reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024, divided by 12 to give effect to
the Reverse Stock Split. The share numbers reported in this Schedule 13D have been adjusted to give effect to the Reverse Stock Split.
(b) 111 Equity
Group directly holds, and has sole voting power with respect to, the Subject Shares. 111 Equity Group is controlled by Kassirer and Herzog. Accordingly, Herzog may be deemed to be a beneficial owner of, and have shared voting power over, the Subject
Shares.
(c) Exhibit 99.2 filed herewith, which is incorporated herein by reference, describes the transactions in the Issuers Common
Stock that were effected by the Reporting Persons during the past sixty days.
(d) The Reporting Persons have the right to receive dividends from, and the
proceeds from the sale of, the Subject Shares. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.
(e) Not applicable.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Each of the Reporting Persons entered in a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each
of them statements on Schedule 13D with respect to securities of the Company to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated by reference herein.
Except as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise) among the
parties named in Item 2 hereto and between such persons and any person with respect to any of the securities of the Issuer.
Item 7. |
Material to Be Filed as Exhibits |
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons
Exhibit 99.2 Trading Data