Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person:  The percentage in Row 11 of this table is based on the Reporting Person's interpretation of the Ownership Limits as applicable to its security holdings in the Issuer. The percentage represents 142,594 shares of Common Stock, which the Reporting Person believes is the maximum number of shares of Common Stock that it may actually, beneficially or constructively own in the Issuer based on those Ownership Limits, and as such is the share figure reported in Rows 6, 8 and 9 of this table. This 142,594 share figure is equal to 9.8% multiplied by 1,455,043 shares of the Issuer's Common Stock, which product the Reporting Person has then rounded down to the nearest whole share. This 1,455,043 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 1,312,449 shares of Common Stock outstanding as of December 6, 2024 (which figure is based on the Issuer's outstanding share figure for its Common Stock as reported in its current report on Form 8-K filed with the SEC on December 6, 2024), and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Ownership Limits) of the Warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Reporting Persons into 142,594 shares of Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person:  The percentage in Row 11 of this table is based on the Reporting Person's interpretation of the Ownership Limits as applicable to its security holdings in the Issuer. The percentage represents 142,594 shares of Common Stock, which the Reporting Person believes is the maximum number of shares of Common Stock that it may actually, beneficially or constructively own in the Issuer based on those Ownership Limits, and as such is the share figure reported in Rows 6, 8 and 9 of this table. This 142,594 share figure is equal to 9.8% multiplied by 1,455,043 shares of the Issuer's Common Stock, which product the Reporting Person has then rounded down to the nearest whole share. This 1,455,043 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 1,312,449 shares of Common Stock outstanding as of December 6, 2024 (which figure is based on the Issuer's outstanding share figure for its Common Stock as reported in its current report on Form 8-K filed with the SEC on December 6, 2024), and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Ownership Limits) of the Warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Reporting Persons into 142,594 shares of Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person:  The percentage in Row 11 of this table is based on the Reporting Person's interpretation of the Ownership Limits as applicable to its security holdings in the Issuer. The percentage represents 142,594 shares of Common Stock, which the Reporting Person believes is the maximum number of shares of Common Stock that it may actually, beneficially or constructively own in the Issuer based on those Ownership Limits, and as such is the share figure reported in Rows 6, 8 and 9 of this table. This 142,594 share figure is equal to 9.8% multiplied by 1,455,043 shares of the Issuer's Common Stock, which product the Reporting Person has then rounded down to the nearest whole share. This 1,455,043 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 1,312,449 shares of Common Stock outstanding as of December 6, 2024 (which figure is based on the Issuer's outstanding share figure for its Common Stock as reported in its current report on Form 8-K filed with the SEC on December 6, 2024), and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Ownership Limits) of the Warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Reporting Persons into 142,594 shares of Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person:  The percentage in Row 11 of this table is based on the Reporting Person's interpretation of the Ownership Limits as applicable to its security holdings in the Issuer. The percentage represents 142,594 shares of Common Stock, which the Reporting Person believes is the maximum number of shares of Common Stock that it may actually, beneficially or constructively own in the Issuer based on those Ownership Limits, and as such is the share figure reported in Rows 6, 8 and 9 of this table. This 142,594 share figure is equal to 9.8% multiplied by 1,455,043 shares of the Issuer's Common Stock, which product the Reporting Person has then rounded down to the nearest whole share. This 1,455,043 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 1,312,449 shares of Common Stock outstanding as of December 6, 2024 (which figure is based on the Issuer's outstanding share figure for its Common Stock as reported in its current report on Form 8-K filed with the SEC on December 6, 2024), and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Ownership Limits) of the Warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Reporting Persons into 142,594 shares of Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person:  The percentage in Row 11 of this table is based on the Reporting Person's interpretation of the Ownership Limits as applicable to its security holdings in the Issuer. The percentage represents 142,594 shares of Common Stock, which the Reporting Person believes is the maximum number of shares of Common Stock that it may actually, beneficially or constructively own in the Issuer based on those Ownership Limits, and as such is the share figure reported in Rows 6, 8 and 9 of this table. This 142,594 share figure is equal to 9.8% multiplied by 1,455,043 shares of the Issuer's Common Stock, which product the Reporting Person has then rounded down to the nearest whole share. This 1,455,043 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 1,312,449 shares of Common Stock outstanding as of December 6, 2024 (which figure is based on the Issuer's outstanding share figure for its Common Stock as reported in its current report on Form 8-K filed with the SEC on December 6, 2024), and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Ownership Limits) of the Warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Reporting Persons into 142,594 shares of Common Stock.


SCHEDULE 13G



 
AY2 Capital LLC
 
Signature:/s/ Harrison Wreschner
Name/Title:Harrison Wreschner / Managing Member
Date:02/14/2025
 
Harrison Wreschner
 
Signature:/s/ Harrison Wreschner
Name/Title:Harrison Wreschner
Date:02/14/2025
 
Never Summer Holdings, LLC
 
Signature:/s/ Harrison Wreschner
Name/Title:Harrison Wreschner / Managing Member
Date:02/14/2025
 
Joseph Cohen
 
Signature:/s/ Joseph Cohen
Name/Title:Joseph Cohen
Date:02/14/2025
 
RRJA LLC
 
Signature:/s/ Joseph Cohen
Name/Title:Joseph Cohen / Managing Member
Date:02/14/2025

Comments accompanying signature:  Exhibit 99.1 Joint Filing Agreement dated as of February 14, 2025