Common stock, par value $0.01 per share
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(Title of Class of Securities)
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82621J105
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November 9, 2022
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 82621J105
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13D
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Norman H. Pessin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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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
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5,670,9231
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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5,670,923
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,670,923
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1 Consists of 5,670,923 shares of common stock and warrants to purchase 1,315,000 shares of common stock at $0.46 per share.
CUSIP No. 82621J105
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13D
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Brian L. Pessin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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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
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875,000
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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875,000
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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875,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 82621J105
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13D
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Page 4 of 6 Pages
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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Name and Address:
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1)
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Norman H. Pessin
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400 E 51st St, PH 31
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New York, NY 10022
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2)
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Brian L. Pessin
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65 E 76th St, Apt 3DE
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New York, NY 10021
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Principal Occupation:
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1)
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Investor
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2)
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Investor
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Criminal Convictions:
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1)
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None
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2)
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None
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Civil Proceedings:
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1)
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None
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2)
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None
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Citizenship:
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1)
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United States
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2)
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United States
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Item 3. |
Source or Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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CUSIP No. 82621J105
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13D
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Page 5 of 6 Pages
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Item 5. |
Interest in Securities of the Issuer.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to Be Filed as Exhibits.
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Norman H. Pessin
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Brian L. Pessin
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November 14, 2022
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Shares of Common
Stock Bought
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Price Per
Share ($)
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Date of
Purchase
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Norman H. Pessin
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1,315,000
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.38
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10/21/20222
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400,000
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.22
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10/27/2022
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560,100
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.22
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10/28/2022
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400,000
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.26
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10/31/2022
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530,942
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.25
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11/1/2022
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626,747
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.21
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11/3/2022
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595,122
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.20
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11/4/2022
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700,000
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.19
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11/7/2022
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343,000
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.18
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11/8/2022
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200,000
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.20
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11/9/2022
|
Brian L. Pessin
|
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600,000
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.22
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10/27/2022
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275,000
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.22
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10/28/2022
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2 1,315,000 shares were purchased pursuant to prospectus offering dated October 21, 2022. Purchase included warrants to purchase up to 1,315,000 shares of common stock at exercise price of 0.46 per share.