The Reporting Persons acquired their positions in the shares of Common Stock in the belief that they were undervalued and represented an attractive investment opportunity.
On November 10, 2025, the Reporting Persons and certain of their Affiliates and Mr. Dustin DeMaria entered into a Director Appointment and Nomination Agreement (the "Nomination Agreement") with the Issuer pursuant to which and subject to the terms therein, among other things, (i) the Issuer appointed Mr. DeMaria to its Board of Directors with such appointment effective on November 10, 2025, (ii) the Issuer agreed to include Mr. DeMaria, as a designee of the Reporting Persons, on the Issuer's slate of director nominees for election at the 2026 annual meeting of the Issuer's stockholders, and (iii) the Reporting Persons have agreed not to take certain actions with respect to the Issuer during the periods described in the Nomination Agreement. The foregoing description of the Nomination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Nomination Agreement, a copy of which is filed herewith as an exhibit and incorporated herein by reference.
Subject to the terms of, and the limitation set forth in, the Nomination Agreement, the Reporting Persons may from time to time and at any time: (i) acquire additional shares of Common Stock and/or other securities and/or instruments (including equity, debt or other securities or instruments) of the Issuer (or its affiliates) in the open market, in privately negotiated transactions, or otherwise; (ii) dispose of any or all of their shares of Common Stock and/or other securities and/or instruments of the Issuer (or its affiliates) in the open market, in privately negotiated transactions, or otherwise; (iii) enter into swap and/or other derivative transactions with broker-dealers and/or financial institutions counterparties with respect to the securities of the Issuer (or its affiliates) which may be deemed to either increase or decrease the Reporting Persons economic exposure to the value of the shares of Common Stock or other securities of the Issuer); and/or (iv) engage in any other hedging or similar transactions with respect to the shares of Common Stock and/or other securities or instruments of the Issuer.
Other than as set forth above, the Reporting Persons do not have any plans or proposals as of the date of this filing which relate to or would result in any of the actions enumerated in Item 4 of the instructions to Schedule 13D. |
The Reporting Persons acquired their positions in the shares of Common Stock in the belief that they were undervalued and represented an attractive investment opportunity.
On November 10, 2025, the Reporting Persons and certain of their Affiliates and Mr. Dustin DeMaria entered into a Director Appointment and Nomination Agreement (the "Nomination Agreement") with the Issuer pursuant to which and subject to the terms therein, among other things, (i) the Issuer appointed Mr. DeMaria to its Board of Directors with such appointment effective on November 10, 2025, (ii) the Issuer agreed to include Mr. DeMaria, as a designee of the Reporting Persons, on the Issuer's slate of director nominees for election at the 2026 annual meeting of the Issuer's stockholders, and (iii) the Reporting Persons have agreed not to take certain actions with respect to the Issuer during the periods described in the Nomination Agreement. The foregoing description of the Nomination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Nomination Agreement, a copy of which is filed herewith as an exhibit and incorporated herein by reference.
Subject to the terms of, and the limitation set forth in, the Nomination Agreement, the Reporting Persons may from time to time and at any time: (i) acquire additional shares of Common Stock and/or other securities and/or instruments (including equity, debt or other securities or instruments) of the Issuer (or its affiliates) in the open market, in privately negotiated transactions, or otherwise; (ii) dispose of any or all of their shares of Common Stock and/or other securities and/or instruments of the Issuer (or its affiliates) in the open market, in privately negotiated transactions, or otherwise; (iii) enter into swap and/or other derivative transactions with broker-dealers and/or financial institutions counterparties with respect to the securities of the Issuer (or its affiliates) which may be deemed to either increase or decrease the Reporting Persons economic exposure to the value of the shares of Common Stock or other securities of the Issuer); and/or (iv) engage in any other hedging or similar transactions with respect to the shares of Common Stock and/or other securities or instruments of the Issuer.
Other than as set forth above, the Reporting Persons do not have any plans or proposals as of the date of this filing which relate to or would result in any of the actions enumerated in Item 4 of the instructions to Schedule 13D. |