1
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NAMES OF REPORTING PERSONS
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Brian McNulty, Individually and as Trustee of the Bay Shore Trust
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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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OO
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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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10,000
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8
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SHARED VOTING POWER
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5,100,270
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9
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SOLE DISPOSITIVE POWER
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10,000
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10
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SHARED DISPOSITIVE POWER
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5,100,270
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,100,270 (1)
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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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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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31.01% (2)
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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)
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Consists of 4,440,270 shares of common stock, par value $0.0001 per share (the “Common Stock”) beneficially owned in the manner described below by the Bay Shore Trust, of which Brian McNulty is trustee; 660,000 shares of Common Stock
beneficially owned by another trust of which Brian McNulty is trustee; and 10,000 shares of Common Stock directly held by Brian McNulty.
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(2)
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Based on 14,780,885 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as disclosed in the Issuer’s Periodic Report on Form 10-Q (the “Form 10-Q”), which was filed with the Securities and Exchange Commission (the
“SEC”) on November 13, 2023.
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1
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NAMES OF REPORTING PERSONS
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Bay Shore Trust
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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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OO
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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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0
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8
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SHARED VOTING POWER
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4,440,270
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,440,270
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,440,270
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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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26.94% (1)
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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)
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Based on 14,780,885 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as disclosed in the Form 10-Q.
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Backgroud
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(a)
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This Amendment is being filed jointly by (1) Brian McNulty, individually and in his capacity as trustee of Bay Shore Trust; and (2) the Bay Shore Trust. The joint filing agreement of the Reporting Persons is incorporated herein by reference to Exhibit 99.1 to the Schedule 13D/A filed by the Reporting Persons on October 12, 2023. |
(b)
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The principal business address of the Reporting Persons is 855 N Wolfe Street, Suite 601, Baltimore, Maryland 21205.
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(c)
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The principal business of Mr. McNulty is business owner and sports coaching. The principal occupation of the Bay Shore Trust is to administer the assets of the Bay Shore Trust for the benefit of the beneficiaries
thereof.
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(d)-(e)
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During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect at such laws.
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(f)
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Mr. McNulty is a citizen of the United States.
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Company
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(a)-(b)
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As of the date of this Amendment, Bay Shore Trust beneficially owns 4,440,270 shares of Company Common Stock, which represents 26.94% of the Company Common Stock as of the date hereof and which is comprised of 2,740,270 outstanding shares
of Common Stock, 1,000,000 shares of Common Stock issuable upon the exercise of a warrant held by the Bay Shore Trust, and the warrant to purchase 700,000 shares of Common Stock acquired by MIRALOGX LLC, an entity whose membership interests
are owned solely by the Bay Shore Trust, on November 15, 2023. McNulty is the sole trustee of the Bay Shore Trust, and by virtue of such relationship, McNulty is deemed to have shared voting and investment power with respect to the Company
Common Stock held by the Bay Shore Trust. Individually, McNulty holds and has sole voting and dispositive power over 10,000 shares of Company Common Stock, which represents 0.07% of the Company Common Stock as of the date hereof, and together
with the shares held by the Bay Shore Trust and the Trust, McNulty has shared dispositive power over 5,100,270 shares of Company Common Stock, which represents 30.95% of the Company Common Stock as of the date hereof. In the aggregate,
McNulty beneficially owns 5,110,270 shares of Company Common Stock, which represents 31.01% of the Company Common Stock as of the date hereof.
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(c)
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Except as described in this Amendment, including in Item 3, there have been no transactions in the shares of Company Common Stock effected by the Reporting Persons during the last 60 days.
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(d)
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To the best knowledge of the Reporting Persons, none of the Reporting Persons has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, and Company
Common Stock beneficially owned by the Reporting Persons.
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(e)
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Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company
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Item 7. |
Material to be Filed as Exhibitsy
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement among the Reporting Persons, dated as of October 12, 2023, and incorporated by reference to the Schedule 13D/A filed on such date by the Reporting Persons.
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BAY SHORE TRUST
By: /s/ Brian McNulty
Brian McNulty, Trustee of the Bay Shore Trust
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/s/ Brian McNulty
Brian McNulty
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