TRANS WORLD ENTERTAINMENT CORP (Form: SC 13D, Received: 04/09/2020 16:20:12)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Trans World Entertainment Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

89336Q100

(CUSIP Number)

March 30, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Neil S. Subin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF-AF-OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 300,084⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽³⁾
14	TYPE OF REPORTING PERSON OO**

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

(2)

Represents (i) 1,750 shares of common stock owned by AMIL of Ohio, LLC; (ii) 300 shares of common stock owned by Catherine C. Miller Irrevocable Trust DTD 3/26/91; (iii) 200 shares of common stock owned by Catherine C. Miller Trust A-2; (iv) 5,639 shares of common stock owned by Catherine C. Miller Trust A-3; (v) 22,448 shares of common stock owned by Catherine Miller Trust C; (vi) 300 shares of common stock owned by Kimberly S. Miller GST Trust DTD 12/17/1992; (vii) 26,105 shares of common stock owned by LIMFAM LLC; (viii) 1,359 shares of common stock owned by Lloyd I. Miller Trust A-1; (ix) 51,371 shares of common stock owned by Lloyd I. Miller, III Trust A-4; (x) 300 shares of common stock owned by Lloyd I. Miller, III Irrevocable Trust DTD 12/31/91; (xi) 59,490 shares of common stock owned by Lloyd I. Miller, III Revocable Trust DTD 01/07/97; (xii) 3,128 shares of common stock owned by MILFAM I L.P.; (xiii) 123,619 shares of common stock owned by MILFAM II L.P.; (xiv) 2,274 shares of common stock owned by MILFAM III LLC; and (xv) 1,801 shares of common stock owned by Susan F. Miller. Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified in clauses (i) through (xv) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

(3)

The percentage reported in this Schedule 13D is based upon 1,816,311 shares of Common Stock outstanding according to the Schedule 14A filed by the Issuer on February 7, 2020 plus 244,532 shares of common stock of the Issuer that are issuable upon exercise of warrants.

See Item 2 and Item 5.

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON MILFAM LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF-AF-OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 237,893⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽³⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

(2)

Represents (i) 1,750 shares of common stock owned by AMIL of Ohio, LLC; (ii) 200 shares of common stock owned by Catherine C. Miller Trust A-2; (iii) 5,639 shares of common stock owned by Catherine C. Miller Trust A-3; (iv) 22,448 shares of common stock owned by Catherine Miller Trust C; (v) 26,105 shares of common stock owned by LIMFAM LLC; (vi) 1,359 shares of common stock owned by Lloyd I. Miller Trust A-1; (vii) 51,371 shares of common stock owned by Lloyd I. Miller, III Trust A-4; (viii) 3,128 shares of common stock owned by MILFAM I L.P.; (ix) 123,619 shares of common stock owned by MILFAM II L.P.; and (x) 2,274 shares of common stock owned by MILFAM III LLC. MILFAM LLC serves as manager, general partner, or investment advisor of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed the beneficial owner of the shares specified in clauses (i) through (x) of the preceding sentence. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(3)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Alimco Financial Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 152,893⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽³⁾
14	TYPE OF REPORTING PERSON CO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Alimco Financial Corporation disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

Represents 25,685 shares of common stock owned by Alimco Re Ltd. and 127,208 shares of common stock issuable to Alimco Re Ltd. upon exercise of a warrant held by it. Alimco Financial Corporation is the sole shareholder of Alimco Re Ltd., consequently it may be deemed to be the beneficial owner of 100% of the shares held by Alimco Re Ltd. Alimco Financial Corporation disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(3)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Alimco Re Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Islands of Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 152,893⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽³⁾
14	TYPE OF REPORTING PERSON OO**

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Alimco Re Ltd. disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

Represents 25,685 shares of common stock owned by it and 127,208 shares of common stock issuable to it upon exercise of a warrant.

(3)

See Item 5.

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Jonathan Marcus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF-OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 152,893⁽²⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽³⁾
14	TYPE OF REPORTING PERSON IN

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Mr. Marcus disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

(2)

Represents the shares held by Alimco Re Ltd. Mr. Marcus is the Chief Executive Officer of Alimco Financial Corporation, the sole shareholder of Alimco Re Ltd., and the Chief Executive Officer of Alimco Re Ltd., consequently, he may be deemed the beneficial owner of 100% of the shares held by Alimco Re. Ltd. Mr. Marcus disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

(3)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON AMIL Of Ohio, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,750

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. AMIL Of Ohio, LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Catherine C. Miller Irrevocable Trust dtd 3/26/91
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 300

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Catherine C. Miller Irrevocable Trust dtd 3/26/91 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Catherine C Miller Trust A-2
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 200

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Catherine C Miller Trust A-2 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Catherine C Miller Trust A-3
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 5,639

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Catherine C Miller Trust A-3 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Catherine Miller Trust C
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 22,448

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Catherine Miller Trust C disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Kimberley S. Miller GST Trust dtd 12/17/1992
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 300

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Kimberley S. Miller GST Trust dtd 12/17/1992 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON LIMFAM LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 26,105

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. LIMFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Lloyd I Miller Trust A-1
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,359

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Lloyd I Miller Trust A-1 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Lloyd I Miller, III Trust A-4
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 51,371

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Lloyd I Miller, III Trust A-4 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 300

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Lloyd I. Miller, III Revocable Trust dtd 01/07/97
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 59,490

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Lloyd I. Miller, III Revocable Trust dtd 01/07/97 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON MILFAM I L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 3,128

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON PN

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. MILFAM I L.P. disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON MILFAM II L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 123,619

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON PN

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. MILFAM II L.P. disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON MILFAM III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,274

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON OO

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. MILFAM III LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

(2)

CUSIP No.

89336Q100

1	NAME OF REPORTING PERSON Susan F. Miller
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,340,024⁽¹⁾
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,801

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,340,024⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.0%⁽²⁾
14	TYPE OF REPORTING PERSON IN

(1)

Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 244,532 shares of common stock of Trans World Entertainment Corporation issuable upon exercise of warrants. Susan F. Miller disclaims beneficial ownership of any shares other than to the extent she may have a pecuniary interest therein.

(2)

SCHEDULE 13D

Introduction

This Statement on Schedule 13D (this “Schedule 13D”) is filed on behalf of (i) Neil S. Subin (“Mr. Subin”); (ii) MILFAM LLC; (iii) Alimco Financial Corporation (“Alimco”); (iv) Alimco Re Ltd., a wholly-owned subsidiary of Alimco (“Alimco Re”); (v) Jonathan Marcus (“Mr. Marcus”); (vi) AMIL Of Ohio, LLC; (vii) Catherine C. Miller Irrevocable Trust dtd 3/26/91; (viii) Catherine C Miller Trust A-2; (ix) Catherine C Miller Trust A-3; (x) Catherine Miller Trust C; (xi) Kimberly S. Miller GST Trust dtd 12/17/1992; (xii) LIMFAM LLC; (xiii) Lloyd I. Miller Trust A-1; (xiv) Lloyd I. Miller, III Trust A-4; (xv) Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91; (xvi) Lloyd I. Miller, III Revocable Trust dtd 01/07/97; (xvii) MILFAM I L.P.; (xviii) MILFAM II L.P.; (xix) MILFAM III LLC; and (xx) Susan F. Miller (such persons, trusts and entities named in items (i) through (xx), collectively, the “Reporting Persons”).

This Schedule 13D is being filed to report the beneficial ownerships of the Reporting Persons following a transaction between Alimco Re, Trans World Entertainment Corporation (the “Company” or the “Issuer”), and certain other parties in which, inter alia, (i) Alimco Re made a loan to a subsidiary of the Issuer, (ii) Alimco Re and certain other lenders received a warrant to purchase shares of Common Stock of the Issuer, and (iii) the Reporting Persons (other than Mr. Subin, MILFAM LLC, Alimco, and Mr. Marcus), and the Other Group Members entered into a voting agreement.

As a result of the provisions of the voting agreement described in Item 6 of this Schedule 13D, the Reporting Persons are members of a group (the “Group”) that also includes the Robert J. Higgins TWMC Trust; RJHDC, LLC; Mr. Thomas C. Simpson; Kick-Start I, LLC; Kick-Start III, LLC; and Kick-Start IV, LLC (such members of the group other than the Reporting Persons, the “Other Group Members”). This Schedule 13D is not filed on behalf of, and does not include cover pages for, the Other Group Members.

Some of the positions reported in this Schedule 13D were originally reported on a Schedule 13G filed by Mr. Subin on December 31, 2018 with respect to securities held by certain entities owned by or trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III (the “Miller Family”) and other entities (such entities and trusts, the “Miller Entities”) and a Schedule 13G filed by Alimco on February 13, 2019. Certain of the Miller Entities hold approximately 85% of the outstanding shares of common stock of Alimco. The Reporting Persons respectively disclaim the existence of, and membership in, a “group” under Section 13(d)(3) that may arise as a result of the Miller Entities’ interests in Alimco. The Reporting Persons disclaim beneficial ownership of any shares other than to the extent he, she or it may have a pecuniary interest therein.

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”) of Trans World Entertainment Corporation, whose principal executive offices are located at 38 Corporate Circle, Albany, NY 12203.

Item 2. Identity and Background

(a), (b), (c) and (f). This statement is filed by:

(i) Mr. Subin, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s principal occupation is investing assets held, among others, by or on behalf of or for the benefit of the Miller Entities and other entities. Mr. Subin is a United States citizen.

(ii) MILFAM LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM LLC is managing and investing assets held, among others, by or on behalf of or for the benefit of, and advising, certain of the Miller Entities and other entities. MILFAM LLC is a limited liability company formed under the laws of Delaware. Mr. Subin is the manager of MILFAM LLC.

(iii) Alimco, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Alimco is a diversified, national asset manager and alternative finance company that invests capital into small businesses. Alimco is a corporation formed under the laws of Delaware.

(iv) Alimco Re, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of Alimco Re is to hold investments. Alimco Re is a corporation formed under the laws of the Islands of Bermuda.

(v) Jonathan Marcus, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Marcus’ principal occupation is the management of Alimco and its subsidiaries. Mr. Marcus is a United States citizen.

(vi) AMIL Of Ohio LLC, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of AMIL Of Ohio LLC is to hold investments. AMIL Of Ohio LLC, is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of AMIL Of Ohio LLC.

(vii) Catherine C. Miller Irrevocable Trust dtd 3/26/91, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C. Miller Irrevocable Trust dtd 3/26/91 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Catherine C. Miller Irrevocable Trust dtd 3/26/91.

(viii) Catherine C Miller Trust A-2, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Trust A-2 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Catherine C Miller Trust A-2.

(ix) Catherine C Miller Trust A-3, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Trust A-3 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Catherine C Miller Trust A-3.

(x) Catherine Miller Trust C, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine Miller Trust C is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Catherine Miller Trust C.

(xi) Kimberly S. Miller GST Trust dtd 12/17/1992, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Kimberly S. Miller GST Trust dtd 12/17/1992 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Kimberly S. Miller GST Trust dtd 12/17/1992.

(xii) LIMFAM LLC, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of LIMFAM LLC is to hold investments. LIMFAM LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of LIMFAM LLC.

(xiii) Lloyd I. Miller Trust A-1, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller Trust A-1 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Lloyd I. Miller Trust A-1.

(xiv) Lloyd I. Miller, III Trust A-4, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller, III Trust A-4 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Lloyd I. Miller, III Trust A-4.

(xv) Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91.

(xvi) Lloyd I. Miller, III Revocable Trust dtd 01/07/97, whose principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller, III Revocable Trust dtd 01/07/97 is a trust for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Lloyd I. Miller, III Revocable Trust dtd 01/07/97.

(xvii) MILFAM I L.P, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM I L.P. is as an investment fund. MILFAM I L.P. is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM I L.P.

(xviii) MILFAM II L.P., whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM II L.P. is as an investment fund. MILFAM II L.P. is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM II L.P.

(xix) MILFAM III LLC, whose principal executive offices are located at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM III LLC is as an investment fund. MILFAM III LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of MILFAM III LLC.

(xx) Susan F. Miller, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Ms. Miller’s principal occupation is homemaker. Ms. Miller is a United States citizen.

Additional Instruction C Persons

The names, addresses and principal occupations of each of Alimco’s and Alimco Re’s executive officers and board of directors and any other persons ultimately in control of those entities are set forth below.

Alimco

Neil S. Subin, Director, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s principal occupation is investing assets held, among others, by or on behalf of or for the benefit of the Miller Entities and other entities. Mr. Subin is a United States citizen.

Jonathan Marcus, Chief Executive Officer and Director, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Marcus’ principal occupation is the management of Alimco and its subsidiaries. Mr. Marcus is a United States citizen.

Alan Howe, Director, whose principal business address is 10755 Scripps Poway Parkway, San Diego, California 92131. Mr. Howe’s principal occupation is as Managing Partner of Broadband Initiatives LLC, a boutique corporate advisory and consulting firm. Mr. Howe serves as a director and Vice Chairman of Determine. He also serves on other boards of directors. Mr. Howe is a United States citizen.

Skyler Wichers, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Wichers’ principal occupation is investing assets held, among others, by or on behalf of or for the benefit of the Miller Entities and other entities. Mr. Wichers is a United States citizen.

Alimco Re

Robert Forness, Director, whose principal business address is 16 Burnaby Street, Hamilton Bermuda. Mr. Forness’ principal occupation is as Chief Executive Officer of Multi-Strat Holdings Ltd, a reinsurance firm headquartered in Bermuda. Mr. Forness is a United States citizen.

Dennis Johnson, Director, whose principal business address is 2928 Armfield Ave., Burlington, NC 27215. Mr. Johnson’s principal occupation is as an advisor to the insurance industry. Mr. Johnson is a United States citizen.

Terence Power, Director, whose principal business address is 141 Front Street, Hamilton Bermuda. Mr. Power’s principal occupation is as President of Dyna Management Services Ltd., an advisory firm to the insurance industry. Mr. Power is a citizen of Ireland.

(d)

No Reporting Person has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the knowledge of the Reporting Persons, no person specified by Instruction C has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

No Reporting Person, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.

To the knowledge of the Reporting Persons, no persons specified by Instruction C, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On March 30, 2020, (i) the Issuer, (ii) Etailz Inc. (“Etailz”), a wholly-owned subsidiary of the Issuer, (iii) any Loan Party Obligor thereto from time to time, (iv) the Lenders party thereto from time to time, including Alimco Re Ltd. (collectively, the “Lenders”), and (v) TWEC Loan Collateral Agent, LLC, as collateral agent for the Lenders, entered into that certain Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) pursuant to which the Lenders made a $5,224,800.00 secured term loan (the “Loan”) to Etailz with a scheduled maturity date of May 22, 2023. Alimco Re Ltd. committed $2,718,00.00 of the total amount of the Loan (the “Alimco Loan”).

In connection with the Alimco Loan, the Company issued to Alimco Re Ltd. a warrant (the “Alimco Warrant”) to purchase 127,208 shares of the Company’s Common Stock (subject to adjustment in accordance with the terms of the Alimco Warrant) at an exercise price of $0.01 per share.

The foregoing description of the Subordinated Loan Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.2 to the Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on March 31, 2020, and is incorporated herein by reference as Exhibit 99.1.

The foregoing description of the Alimco Warrant is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Item 4. Purpose of the Transaction

The Common Stock covered by this Schedule 13D, including the Common Stock issuable to Alimco Re upon exercise of the Alimco Warrant, was acquired for investment purposes in the ordinary course of business.

In addition, the purpose of the acquisition of the Alimco Warrant was to effect the Subordinated Loan Agreement which was consummated on March 30, 2020.

In connection with the Subordinated Loan Agreement, the Company, the Reporting Persons (other than Mr. Subin, MILFAM LLC, Alimco, and Mr. Marcus), and the Other Group Members entered into a Voting Agreement (the “Voting Agreement”) setting forth their agreements and understandings with respect to how shares of the Company’s capital stock held by the parties thereto will be voted with respect to (i) amending the Articles of Incorporation of the Company to set the size of the Board of Directors of the Company (the “Board”) at three directors, (ii) the designation, election, removal, and replacement of members of the Board and (iii) how shares of the Company’s capital stock held by the parties to the Voting Agreement will be voted on a Sale of the Company (as defined in the Voting Agreement) with respect to which there is a shareholder vote or some other action to take place during the ninety (90) days immediately following the date of the Voting Agreement. Pursuant to the Voting Agreement, Messrs. Jonathan Marcus and Thomas Simpson have been appointed as directors of the Company. Mr. Subin was also granted board observer rights.

Except in connection with the matters described in this Item 4 and elsewhere herein and matters contemplated hereby, the Reporting Persons do not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change plans and take any and all actions that such Reporting Persons may deem appropriate to maximize the value of their investments, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by them, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. The Reporting Persons may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.

The Reporting Persons will update this Schedule 13D as necessary and advisable to disclose any plans, proposals, or purposes with respect to the Issuer.

Item 5. Interest in Securities of the Issuer

(a) and (b).

The percentage reported in this Schedule 13D is based upon a total of 2,060,843 shares of Common Stock Outstanding (“Common Stock Outstanding”) which includes 1,816,311 shares of Common Stock outstanding according to the Schedule 14A filed by the Issuer on February 7, 2020 and 244,532 shares of common stock of the Issuer that are issuable upon exercise of warrants.

As members of the Group, each Reporting Person and each Other Group Member, may be deemed to share voting power over the aggregate number of shares, 1,340,024, held by all the members of the Group, constituting 65.0% of the Common Stock Outstanding. The Reporting Persons disclaim beneficial ownership of any shares other than to the extent he, she or it may have a pecuniary interest therein.

The aggregate number and percentage of shares of Common Stock over which each Reporting Person may have dispositive power are as follows:

Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and Mr. Subin also serves as trustee of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I, Miller, III, consequently, he may be deemed to share dispositive power over 300,084 held by the entities and trusts specified in paragraphs (v) through (xxi) below, constituting 14.6% of the shares of Common Stock Outstanding. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

ii.

MILFAM LLC, serves as manager, general partner, or investment advisor of a number of the entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed to share dispositive power over 300,084 held by the entities and trusts specified in paragraphs (v), (vi), (viii), (ix), (x), (xii), (xiii), (xiv), (xvii), (xviii) and (xix) below, constituting 11.5% of the shares of the Common Stock Outstanding. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

iii.

Alimco, as the sole shareholder of Alimco Re, may be deemed to share dispositive power over a total of 152,893 shares of Common Stock consisting of 25,685 shares of Common Stock owned by Alimco Re and 127,208 shares of Common Stock issuable to Alimco Re. upon exercise of the Alimco Warrant, constituting 7.4% of the Common Stock Outstanding. Alimco disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

iv.

Alimco Re, through its ownership of 25,685 shares of Common Stock, and its right to receive 127,208 shares of Common Stock upon exercise of the Alimco Warrant may be deemed to share dispositive power over a total of 152,893 shares of Common Stock, constituting 7.4% of the Common Stock Outstanding. Alimco Re disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

Mr. Marcus, as the Chief Executive Officer of Alimco, may be deemed to share dispositive power over a total of 152,893 shares of Common Stock consisting of 25,685 shares of Common Stock owned by Alimco Re and 127,208 shares of Common Stock issuable to Alimco Re upon exercise of the Alimco Warrant, constituting 7.4% of the Common Stock Outstanding. Mr. Marcus disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

vi.

AMIL Of Ohio, LLC, as the owner of 1,750 shares of Common Stock, may be deemed to share dispositive power over 1,750 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.1% of the Common Stock Outstanding. AMIL Of Ohio, LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

vii.

Catherine C. Miller Irrevocable Trust dtd 3/26/91, as the owner of 300 shares of Common Stock, may be deemed to share dispositive power over 300 shares of Common Stock with Mr. Subin, constituting 0.0% (0.01% when rounded to the nearest hundredth) of the Common Stock Outstanding. Catherine C. Miller Irrevocable Trust dtd 3/26/91 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

viii.

Catherine C Miller Trust A-2, as the owner of 200 shares of Common Stock, may be deemed to share dispositive power over 200 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.0% (0.01% when rounded to the nearest hundredth) of the Common Stock Outstanding. Catherine C Miller Trust A-2 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

ix.

Catherine C Miller Trust A-3, as the owner of 5,639 shares of Common Stock, may be deemed to share dispositive power over 5,639 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.3% of the Common Stock Outstanding. Catherine C Miller Trust A-3 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

Catherine Miller Trust C, as the owner of 22,448 shares of Common Stock, may be deemed to share dispositive power over 22,448 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 1.1% of the Common Stock Outstanding. Catherine Miller Trust C disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xi.

Kimberley S. Miller GST Trust dtd 12/17/1992, as the owner of 300 shares of Common Stock, may be deemed to share dispositive power over 300 shares of Common Stock with Mr. Subin, constituting 0.0% (0.01% when rounded to the nearest hundredth) of the Common Stock Outstanding. Kimberley S. Miller GST Trust dtd 12/17/1992 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xii.

LIMFAM LLC, as the owner of 26,105 shares of Common Stock, may be deemed to share dispositive power over 26,105 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 1.3% of the Common Stock Outstanding. LIMFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xiii.

Lloyd I Miller Trust A-1, as the owner of 1,359 shares of Common Stock, may be deemed to share dispositive power over 1,359 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.1% of the Common Stock Outstanding. Lloyd I Miller Trust A-1 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xiv.

Lloyd I Miller, III Trust A-4, as the owner of 51,371 shares of Common Stock, may be deemed to share dispositive power over 51,371 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 2.5% of the Common Stock Outstanding. Lloyd I Miller, III Trust A-4 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xv.

Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91, as the owner over 300 shares of Common Stock, may be deemed to share dispositive power of 300 shares of Common Stock with Mr. Subin, constituting 0.0% (0.01% when rounded to the nearest hundredth) of the Common Stock Outstanding. Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xvi.

Lloyd I. Miller, III Revocable Trust dtd 01/07/97, as the owner over 59,490 shares of Common Stock, may be deemed to share dispositive power of 59,490 shares of Common Stock with Mr. Subin, constituting 2.9% of the Common Stock Outstanding. Lloyd I. Miller, III Revocable Trust dtd 01/07/97 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xvii.

MILFAM I L.P., as the owner of 3,128 shares of Common Stock, may be deemed to share dispositive power over 3,128 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.2% of the Common Stock Outstanding. MILFAM I L.P. disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xviii.

MILFAM II L.P., as the owner of 123,619 shares of Common Stock, may be deemed to share dispositive power over 123,619 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 6.0% of the Common Stock Outstanding. MILFAM II L.P. disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xix.

MILFAM III LLC, as the owner of 2,274 shares of Common Stock, may be deemed to share dispositive power over 2,274 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.1% of the Common Stock Outstanding. MILFAM III LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein.

xx.

Susan F. Miller, as the owner of 1,801 shares of Common Stock, may be deemed to share dispositive power over 1,801 shares of Common Stock with Mr. Subin, constituting 0.1% of the Common Stock Outstanding. Susan F. Miller disclaims beneficial ownership of any shares other than to the extent she may have a pecuniary interest therein.

(c) The description of the Subordinated Loan Agreement under Item 3 of this Schedule 13D is incorporated herein by reference in its entirety. The descriptions of the Alimco Warrant and Voting Agreement under Item 6 of this Schedule 13D are incorporated herein by reference in their entirety.

(d) Persons other than the Reporting Persons have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Common Stock Purchase Warrant

In order to induce Alimco Re to enter into the Subordinated Loan Agreement and in consideration of the substantial direct and indirect benefit derived by the Company from the making of the loans under the Subordinated Loan Agreement, the Company also entered into the Alimco Warrant with Alimco Re, pursuant to which Alimco Re has a right to purchase from the Company, up to 127,208 shares of Common Stock, (the “Warrant Shares”) at an exercise price of $0.01 per share. The Alimco Warrant is exercisable during the period commencing on March 30, 2020 and ending on the earlier of (a) 5:00 p.m. Eastern Standard Time on the five (5)-year anniversary thereof, or if such day is not a business day on the next succeeding business day, or (b) the occurrence of certain consolidations, mergers or similar extraordinary events involving the Company. The Alimco Warrant provides for certain adjustments that may be made to the number of Warrant Shares issuable upon exercise due to customary anti-dilution provisions based on future corporate events. In addition, in connection with certain consolidations, mergers or similar extraordinary events involving the Company, immediately prior to any such event, the Alimco Warrant will be automatically converted into the right to receive the number of shares of common stock of the Company for which the Alimco Warrant is exercisable at such time.

Voting Agreement

On March 30, 2020, the Company, the Reporting Persons (other than Mr. Subin, MILFAM LLC, Alimco, and Mr. Marcus), and the Other Group Members entered into the Voting Agreement setting forth their agreements and understandings with respect to how shares of the Company’s capital stock held by the parties thereto will be voted with respect to (i) amending the Articles of Incorporation of the Company to set the size of the Board of Directors of the Company at three directors, (ii) the designation, election, removal, and replacement of members of the Board and (iii) how shares of the Company’s capital stock held by the parties to the Voting Agreement will be voted on a Sale of the Company (as defined in the Voting Agreement) with respect to which there is a shareholder vote or some other action to take place during the ninety (90) days immediately following the date of the Voting Agreement. Pursuant to the Voting Agreement, Messrs. Jonathan Marcus and Thomas Simpson have been appointed as directors of the Company. Mr. Subin was also granted board observer rights.

The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 4.2 to the Current Report on Form 8-K, filed by the Issuer with the SEC on March 31, 2020, and is incorporated herein by reference as Exhibit 99.3.

Item 7. Materials to be Filed as Exhibits:

99.1		Subordinated Loan Agreement, dated as of March 30, 2020 (incorporated by reference to Exhibit 10.2 of Trans World Entertainment Corporation’s Form 8-K (File No. 0-14818), filed with the SEC on March 31, 2020).
99.2*		Common Stock Purchase Warrant, dated as of March 30, 2020.
99.3		Voting Agreement, dated as of March 30, 2020 (incorporated by reference to Exhibit 4.2 of Trans World Entertainment Corporation’s Form 8-K (File No. 0-14818), filed with the SEC on March 31, 2020).
99.4*		Joint Filing Agreement, dated April 7, 2020

* Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 9, 2020

	/s/ Neil S. Subin
	Neil S. Subin

	MILFAM LLC

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	ALIMCO FINANCIAL CORPORATION

	By:	/s/ Jonathan Marcus
	Name:	Jonathan Marcus
	Title:	CEO

	ALIMCO RE LTD.

	By:	/s/ Jonathan Marcus
	Name:	Jonathan Marcus
	Title:	CEO

	/s/ Jonathan Marcus
	Jonathan Marcus

	AMIL of Ohio, LLC

	By:	MILFAM LLC
	Its:	Manager

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Catherine C. Miller Irrevocable Trust dtd 3/26/91

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Trustee

	Catherine C. Miller Trust A-2

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 9, 2020

	Catherine C. Miller Trust A-3

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Catherine Miller Trust C

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Kimberley S. Miller GST Trust dtd 12/17/1992

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Trustee

	LIMFAM LLC

	By:	MILFAM LLC
	Its:	Manager

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Lloyd I. Miller Trust A-1

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Lloyd I. Miller, III Trust A-4

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 9, 2020

	Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Trustee

	Lloyd I. Miller, III Revocable Trust dtd 01/07/97

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Trustee

	MILFAM I L.P.

	By:	MILFAM LLC
	Its:	General Partner

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	MILFAM II L.P.

	By:	MILFAM LLC
	Its:	General Partner

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	MILFAM III LLC

	By:	MILFAM LLC
	Its:	Manager

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	/s/ Susan F. Miller
	Susan F. Miller

Exhibit 99.2

Execution Version

NEITHER THIS WARRANT NOR THE SECURITIES AS TO WHICH THIS WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. IN ADDITION, EXERCISE OF THIS WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THIS WARRANT.

COMMON STOCK PURCHASE WARRANT

TRANS WORLD ENTERTAINMENT CORPORATION

Warrant Shares: 127,208

Date of Issuance: March 30, 2020 (the “Issuance Date”)

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received (in connection with Alimco Re Ltd. providing a $2,718,000 loan to Etailz, Inc. (“Etailz”), a subsidiary of Trans World Entertainment Corporation (the “Company”)), Alimco Re Ltd. (including its permitted and registered assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company up to 127,208 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof.

Capitalized terms used in this Warrant shall have the meanings set forth in the body of this Warrant or in Section 20 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.01 per Warrant Share, and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on the earlier of (a) 5:00 p.m. Eastern Standard Time on the five (5)-year anniversary thereof, or if such day is not a Business Day on the next succeeding Business Day, or (b) the occurrence of a Fundamental Transaction.

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice on any Business Day, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to count as received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may (or may direct its transfer agent to) deliver, to the address specified in the Exercise Notice, a notice indicating the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation of such entitlement. Upon delivery of the Exercise Deliveries, but subject to Section 1(c), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the notice in respect of such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 5) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

(b) Cashless Exercise. In the event of a Fundamental Transaction, the Holder shall, and at any time during the Exercise Period the Holder may at its option, elect to receive, pursuant to a cashless exercise in lieu of a cash exercise, Warrant Shares equal to the value of this Warrant determined in the manner described below (or of any portion thereof being exercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Warrant Shares computed using the following formula:

X =

Y(A – B)
A

Where:

X = the number of Warrant Shares to be issued to the Holder;

Y = the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1(a);

A = the fair market value of one Warrant Share at the time of exercise of this Warrant as herein provided; and

B = the Exercise Price.

(c) Fair Market Value. For purposes of this Section 1, the fair market value of a Warrant Share means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic securities exchange, the closing sales price of the Common Stock as quoted on the Financial Industry Regulatory Authority OTC Bulletin Board electronic interdealer quotation system (the “OTC Bulletin Board”), the OTC Markets Group Inc. electronic inter-dealer quotation system (including OTCQX, OTCQB and OTC Pink) (the “Pink OTC Markets”) or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which "fair market value" is being determined; provided that if the Common Stock is listed on any domestic securities exchange, the term "Business Day" as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the "fair market value" of a Warrant Share shall be the fair market value per share as determined jointly by the board of directors of the Company and the Holder; provided, that if the board of directors of the Company and the Holder are unable to agree on the fair market value of a Warrant Share within a reasonable period of time (not to exceed thirty (30) days from the Company's receipt of the Exercise Notice), such fair market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the board of directors of the Company and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne pro rata by the Company and the Holder based on the amount by which each party’s calculation of fair market value is different from the fair market value as determined by such valuation firm. Notwithstanding anything to the contrary herein, this Warrant may not be exercised, and no Warrant Shares shall be issued in respect of hereof, until the fair market value of the Warrant Shares has been finally determined in accordance with this Section 1(c).

(d) Holder’s Exercise Limitations. The Holder shall not have the right to exercise any portion of this Warrant, and the Company shall not effect any exercise of this Warrant, to the extent that (i) after giving effect to the issuance of Warrant Shares as set forth in the applicable Exercise Notice, the Warrant Shares so issued, together with any and all Warrant Shares previously issued pursuant to a partial exercise of this Warrant, would exceed six and 24/100 percent (6.24%) of the issued and outstanding Common Stock (such amount, the “6.24% Exercise Limitation”) or (ii) any such exercise would result in an “ownership change” with respect to the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Section 382 Exercise Limitation”). The determination of whether the 6.24% Exercise Limitation applies, and the extent to which it applies, shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of the extent to which this Warrant is exercisable. Notwithstanding anything to the contrary herein, the Company shall have no obligation to determine whether the 6.24% Exercise Limitation has been exceeded at any particular time and, unless otherwise notified in writing by the Holder prior to the applicable date of determination, the Company shall be permitted to assume that the 6.24% Exercise Limitation has not been exceeded. The determination of whether the Section 382 Exercise Limitation applies, and the extent to which it applies, shall be made by the Company in its sole discretion. Upon the written request of the Holder, the Company shall, within two (2) Business Days, confirm to the Holder the number of shares of Common Stock then outstanding.

(e) Anti-Dilution. If, at any time after the date hereof while this Warrant is outstanding, the Company sells or issues, any shares of Common Stock for less than the fair market value of the Common Stock on the date of such sale or issuance (as determined in good faith by the board of directors of the Company), such that the Warrant Shares (taking into account any such Warrant Shares issuable or previously issued) represent less than the 6.24% Exercise Limitation (taking into account such sale or issuance, as applicable, and based on the number of shares of Common Stock actually outstanding), then the number of Warrant Shares purchasable under this Warrant shall (at the time of exercise of this Warrant) be adjusted upwards, subject to the Section 382 Exercise Limitation, to an amount equal to the 6.24% Exercise Limitation, computed at the time of such issuance; provided, however, that such adjustment shall be rounded down to the nearest whole share of Common Stock; provided further that anything herein to the contrary notwithstanding, there shall be no adjustment to the number of Warrant Shares issuable upon exercise of this Warrant with respect to any Excluded Issuance. For purposes of this Section 1(e), the following terms have the following meanings:

“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

“Excluded Issuances” means any issuance or sale (or deemed issuance or sale) by the Company after the date hereof of: (a) shares of Common Stock issued upon the exercise of this Warrant; (b) shares of Common Stock issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the board of directors of the Company and issued pursuant to any of the Company’s equity incentive plans from time to time (including all such shares of Common Stock and Options outstanding prior to the date hereof); (c) shares of Common Stock issued upon the conversion or exercise of Options (other than Options covered by clause (b) above) issued prior to the date hereof, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof; (d) shares of Common Stock, Options or Convertible Securities issued (i) to persons in connection with a joint venture, strategic alliance or other commercial relationship with such person (including persons that are customers, suppliers and strategic partners of the Company) relating to the operation of the Company's business and not for the primary purpose of raising equity capital, (ii) in connection with a transaction in which the Company, directly or indirectly, acquires another business or its tangible or intangible assets, or (iii) to lenders as equity kickers in connection with debt financings of the Company, in each case where such transactions have been approved by the board of directors of the Company; (e) shares of Common Stock in an offering for cash for the account of the Company that is underwritten on a firm commitment basis and is registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended; or (f) shares of Common Stock, Options or Convertible Securities issued to the lessor or vendor in any office lease or equipment lease or similar equipment financing transaction in which the Company obtains the use of such office space or equipment for its business.

“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

2. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (a) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (b) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (c) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (d) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then immediately prior to the occurrence of such Fundamental Transaction, this Warrant shall automatically be converted into the right to receive the number of shares of Common Stock of the Company for which this Warrant is exercisable at such time (assuming a cashless exercise and, for the avoidance of doubt, taking into account the Section 382 Exercise Limitation).

3. FRACTIONAL SHARES. The Company shall not be required to issue fractions of shares upon exercise of this Warrant or to distribute certificates which evidence fractional shares. In lieu of fractional shares, the Company may make payment to the Holder, at the time of exercise of this Warrant as herein provided, in an amount in cash equal to such fraction multiplied by the fair market value (as determined in accordance with Section 1(c)) of one Warrant Share at the time of exercise of this Warrant as herein provided.

4. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

5. REISSUANCE.

(a) Lost, Stolen or Mutilated Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like denomination and tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed.

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

6. TRANSFER.

(a) Notice of Transfer. Subject to compliance with applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (in the form attached hereto as Exhibit B) and funds sufficient to pay any transfer taxes payable upon the making of such transfer. By acceptance of this Warrant, the Holder agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. As a condition to such transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by the Company solely to comply with the exemptions relied upon by the Company for the transfer or disposition of this Warrant or the Warrant Shares. Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the Company shall execute and deliver a new Warrant or Warrants in the name of the transferee or transferees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled. For the avoidance of doubt, any transferee and any subsequent transferee shall be subject to the 6.24% Exercise Limitation and the Section 382 Exercise Limitation.

(b) The Holder, by acceptance of this Warrant, agrees to comply in all respects with the restrictive legend requirements set forth on the face of this Warrant and further agrees that it shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). Notwithstanding anything to the contrary, this Warrant may not be transferred or exercised unless (i) the transferor, transferee, exercising Holder or its designated recipient of Common Stock issuable on the exercise of such Warrant and the Company, as applicable, have completed and submitted all filings, registrations or other notifications to any governmental entity that may be required pursuant to applicable law in connection with such transfer or exercise, (ii) all necessary approvals or waivers, as the case may be, of any governmental entity that may be required pursuant to applicable law in connection with such transfer or exercise have been obtained, and (iii) any waiting periods required by applicable law for the consummation of such transfer or exercise have expired or been terminated.

7. COVENANTS OF THE COMPANY.

(a) Covenants as to Shares. The Company shall procure that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant are, upon issuance, validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company shall, at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise). If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock are not sufficient to permit the full exercise of this Warrant, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number as is sufficient for such purposes. During the Exercise Period, the Company shall not at any time increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect.

(b) Notices of Record Date. In the event of (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution; (ii) the effectiveness of a registration statement on Form S-1 filed with the Securities and Exchange Commission and/or (iii) the consummation of a Fundamental Transaction, then the Company shall provide to the Holder, at least five (5) Business Days prior to the date of any such event, a notice pursuant to Section 11, specifying the date on which any such action is expected to be taken or any such event is expected to occur.

8. REPRESENTATIONS AND WARRANTIES.

(a) The Company hereby represents and warrants to the Holders as of the Issuance Date as follows:

(1)

The Company has all necessary power, capacity and authority to execute and deliver this Warrant, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Warrant has been duly and validly executed and delivered by the Company and, assuming the due execution and delivery by the Holder, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally.

(2)

All corporate actions on the part of the Company necessary for the issuance of this Warrant have been taken on or prior to the date hereof. The execution and delivery by the Company of this Warrant do not require any filing with or approval from any governmental authority, except for filings with the United States Securities and Exchange Commission or otherwise required under Federal or state securities laws and filings made pursuant to the rules and regulations of any stock exchange.

(3)

The authorized capital of the Company consists, immediately prior to the Issuance Date, of 5,000,0000 shares of preferred stock, $0.01 par value (none of which are outstanding), and 200,000,000 shares of common stock, $0.01 par value (1,819,437 of which are issued and outstanding (excluding, for the avoidance of doubt, treasury stock)). The number of Warrant Shares for which this Warrant may be exercised is, as of the Issuance Date, equal to six and 99/100 percent (6.99%) of the issued and outstanding Common Stock, which number is subject to adjustment in accordance with the terms hereof.

(b) The Holder hereby represents and warrants to the Company by acceptance of this Warrant as of Issuance Date (or such other date on which such Holder becomes a Holder hereunder) as follows:

(1)

The Holder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered o exempted under the Securities Act.

(2)

The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(3)

The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

9. TERMINATION OF WARRANT. This Warrant shall expire and shall no longer be exercisable upon the earlier of (a) the expiration of the Exercise Period and (b) the exercise in full hereof.

10. RESTRICTIVE LEGEND. The Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. IN ADDITION, EXERCISE OF THE WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THE WARRANT.

11. NOTICES. Any notice or other communication to be given under this Warrant shall be in writing and may either be delivered by hand, made by facsimile transmission, sent by electronic mail transmission, disclosed in all material respects and filed on EDGAR pursuant to the Securities Exchange Act of 1934, sent by overnight courier, or sent by registered mail, return receipt requested, postage prepaid, as follows: (a) if to the Holder, at the Holder’s address, facsimile number or electronic mail address set forth on the signature page hereof, or at such other address as the Holder shall have furnished to the Company in writing; and (b) if to the Company, at the Company’s address, facsimile number or electronic mail address set forth on the signature page hereof, or at such other address as the Company shall have furnished to the Holder in writing.

12. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

13. GOVERNING LAW; JURISDICTION. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law (whether of the State of New York or any other jurisdiction). EACH PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS WARRANT SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.

14. JURY TRIAL WAIVER. THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT.

15. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

16. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. Unless otherwise provided in this Warrant, the rights and obligations of the Company, of the Holder and of the holder of the Warrant Shares issued upon exercise of this Warrant hereunder shall survive the exercise of this Warrant.

17. SUCCESSORS AND ASSIGNS. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company, the Holder and their respective permitted successors and assigns.

18. TITLES AND SUBTITLES. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

19. SEVERABILITY. In the event any one or more of the provisions of this Warrant shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

20. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Business Day” means all days other than Saturdays, Sundays and any other days on which commercial banks in New York City are authorized or required by law to be closed for business.

(b) “Common Stock” means the Company’s common stock, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

(c) “Required Consents” means the material filings, registrations, notifications, approvals, waivers or expiration or termination of any waiting periods that are necessary or required, as set forth in Section 6(b).

21. WARRANT REGISTER. The Company shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be duly executed as of the Issuance Date set forth above.

	TRANS WORLD ENTERTAINMENT CORPORATION

	By:	/s/ Edwin Sapienza
	Name:	Edwin Sapienza
	Title:	Chief Financial Officer

	Address:	38 Corporate Circle
	Albany, NY 12203

	Facsimile:
	Email:

	Agreed & Accepted:

	ALIMCO RE LTD.

	By:	/s/ Jonathan Marcus
	Name:	Jonathan Marcus
	Title:	CEO

	Address:	2336 SE Ocean Blvd., #400
	Stuart, FL 34996

	Facsimile:
	Email:

[Signature Page to Warrant]

EXHIBIT A

EXERCISE NOTICE

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

The Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Trans World Entertainment Corporation, a Delaware corporation (the “Company”), evidenced by the attached copy of the Warrant (as defined below). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Common Stock Purchase Warrant (the “Warrant”), dated as of March 30, 2020, issued by the Company.

1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

	☐	a cash exercise with respect to _________________ Warrant Shares; or
	☐	by cashless exercise pursuant to Section 1(b) of the Warrant for _________ Warrant Shares.

2.	Payment of Exercise Price. If a cash exercise is selected above, the Aggregate Exercise Price in the sum of $___________________ has been wire transferred to the Company in accordance with the terms of the Warrant.

3.	Confirmation. The undersigned hereby represents and warrants that the Required Consents have been made or obtained, as applicable.

4.	Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

Date:

(Print Name of Registered Holder)

By:
Name:
Title:

Exhibit A

EXHIBIT B

ASSIGNMENT OF WARRANT

(To be signed only upon authorized transfer of the Warrant)

For Value Received, the foregoing Common Stock Purchase Warrant and all rights evidenced thereby are hereby assigned to . By accepting such transfer, the transferee acknowledges that it has reviewed the within Common Stock Purchase Warrant and has agreed to be bound in all respects by its terms and conditions; and such transferee represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

Holder

Date:


(Signature) *


(Name)


(Address)


(Social Security or Tax Identification No.)

* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

Transferee

Date:


(Signature)


(Name)


(Address)

Exhibit B

Exhibit 99.4

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D, including all amendments thereto, with respect to the ordinary share, par value $0.01 per share, of Trans World Entertainment Corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to the first such joint filing and may, as required, be included as an exhibit to subsequent amendments thereto.

Each of the undersigned agrees and acknowledges that each party hereto is (i) individually eligible to use such Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D and any and all amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness and accuracy of the information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Joint Filing Agreement may be executed by one or more parties hereto, and an executed copy of this Joint Filing Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes as of the date hereof.

Dated: April 7, 2020

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.

	/s/ Neil S. Subin
	Neil S. Subin

	MILFAM LLC

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	ALIMCO FINANCIAL CORPORATION

	By:	/s/ Jonathan Marcus
	Name:	Jonathan Marcus
	Title:	CEO

	ALIMCO RE LTD.

	By:	/s/ Jonathan Marcus
	Name:	Jonathan Marcus
	Title:	CEO

	/s/ Jonathan Marcus
	Jonathan Marcus

[Signature Page to Joint Filing Agreement]

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.

	AMIL of Ohio, LLC

	By:	MILFAM LLC
	Its:	Manager

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Catherine C. Miller Irrevocable Trust dtd 3/26/91

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Trustee

	Catherine C. Miller Trust A-2

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Catherine C. Miller Trust A-3

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

[Signature Page to Joint Filing Agreement]

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.

	Catherine Miller Trust C

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Kimberley S. Miller GST Trust dtd 12/17/1992

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Trustee

	LIMFAM LLC

	By:	MILFAM LLC
	Its:	Manager

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Lloyd I. Miller Trust A-1

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

[Signature Page to Joint Filing Agreement]

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.

	Lloyd I. Miller, III Trust A-4

	By:	MILFAM LLC
	Its:	Investment Advisor

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Trustee

	Lloyd I. Miller, III Revocable Trust dtd 01/07/97

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Trustee

	MILFAM I L.P.

	By:	MILFAM LLC
	Its:	General Partner

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

[Signature Page to Joint Filing Agreement]

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date first written above.

	MILFAM II L.P.

	By:	MILFAM LLC
	Its:	General Partner

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	MILFAM III LLC

	By:	MILFAM LLC
	Its:	Manager

	By:	/s/ Neil S. Subin
	Name:	Neil S. Subin
	Title:	Manager

	/s/ Susan F. Miller
	Susan F. Miller

[Signature Page to Joint Filing Agreement]