CUSIP No. 817323108
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13G
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1
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NAME OF REPORTING PERSONS
Nokomis Capital, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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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
Texas
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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 POWER
0
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6
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SHARED VOTING POWER
13,020,777
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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
13,020,777
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,020,777
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% **
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12
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TYPE OF REPORTING PERSON*
IA, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4(b).
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CUSIP No. 817323108
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13G
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1
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NAME OF REPORTING PERSONS
Brett Hendrickson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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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
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|||||||||
|
6
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SHARED VOTING POWER
13,020,777
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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
13,020,777
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,020,777
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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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|||||||||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% **
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4(b).
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Item 1(a)
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Name of Issuer.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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Item 2(a)
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Name of Person Filing.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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Item 2(c)
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Citizenship or Place of Organization.
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Item 2(d)
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Title of Class of Securities.
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Item 2(e)
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CUSIP Number.
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Item 3
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Reporting Person.
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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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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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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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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 advisor 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)(1)(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 of 1940 (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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(a)
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Nokomis Capital and Mr. Hendrickson are the beneficial owners of (i) 13,020,777 shares of Common Stock, (ii) 1,800,000 shares of Common Stock issuable upon exercise of Warrants, and (iii) 7,289,469 shares of Common
Stock issuable upon conversion of presently convertible Convertible Notes. The Convertible Notes contain a blocker provision that prohibits the conversion of the Convertible Notes by the Reporting Persons so as to not exceed 9.99% beneficial
ownership of the number of outstanding shares of Common Stock of the Issuer at any time.
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(b)
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Nokomis Capital and Mr. Hendrickson are the beneficial owners of 9.99% of the outstanding shares of Common Stock. This percentage is determined by dividing 13,020,777 by the sum of (i) 121,248,640, the number of
shares of Common Stock outstanding as of October 5, 2020, based on information received from the Issuer, (ii) 1,800,000, the number of shares of Common Stock issuable upon exercise of Warrants held by the Nokomis Accounts, and (iii)
7,289,469, the number of shares of Common Stock issuable upon conversion of presently convertible Convertible Notes held by the Nokomis Accounts.
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(c)
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Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 13,020,777 shares of Common Stock (inclusive of shares underlying Warrants and presently convertible
Convertible Notes as described above) held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 13,020,777 shares of Common Stock (inclusive of shares underlying Warrants and
presently convertible Convertible Notes as described above) held by the Nokomis Accounts.
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Item 5
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Ownership of Five Percent or Less of a Class.
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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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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Item 8
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Identification and Classification of Members of the Group.
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Item 9
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Notice of Dissolution of Group.
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Item 10
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Certification.
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NOKOMIS CAPITAL, L.L.C.
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By:
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/s/ Brett Hendrickson
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Brett Hendrickson
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Manager
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/s/ Brett Hendrickson
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Brett Hendrickson
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NOKOMIS CAPITAL, L.L.C.
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By:
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/s/ Brett Hendrickson
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Brett Hendrickson
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Manager
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/s/ Brett Hendrickson
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Brett Hendrickson
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