The securities reported on herein are held for the purpose of investment. On August 8, 2025, Issuer and Reporting Person entered into the Series C Preferred Stock Exchange Agreement ("Series C Exchange Agreement") and agreed to exchange all 1,241,871 shares of Issuer's 5.00% Series C Convertible Preferred Stock, no par value ("Series C Preferred Stock"), held by the Reporting Person for a number of shares of Common Stock equal to the aggregate liquidation preference of $124,187,100 plus accrued and unpaid dividends, divided by $8.25 per share. The transaction was consummated August 8, 2025. Reporting Person was issued 15,103,163 shares of Common Stock in exchange for the Series C Preferred Stock and accrued and unpaid dividends thereon. The Series C Exchange Agreement contains largely customary terms for private repurchases of preferred shares and private investments in public companies, including representations, warranties, covenants and closing conditions. The Series C Exchange Agreement also provides for Issuer to register for resale the shares of Common Stock in accordance with the registration rights agreement described below. The Series C Exchange Agreement also provides that, for so long as Reporting Person holds at least 10% of the Common Stock of the Issuer, the Issuer will, subject to certain customary conditions, nominate an individual designated by Reporting Person (initially David P. Bovenzi) to the board of directors during such period. Also, on August 8, 2025, in connection with the exchange, Issuer entered into an Amended and Restated Registration Rights Agreement (the AR Registration Rights Agreement) with the Reporting Person, which amends the existing Registration Rights Agreement, and includes customary terms and conditions, including certain customary indemnification obligations. The foregoing descriptions of the exchange, the Series C Exchange Agreement and the AR Registration Rights Agreement does not purport to be complete and are qualified in their entirety by reference to the copies attached as exhibits to this Schedule 13D/A. Except as set forth above, the Reporting Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
The securities reported on herein are held for the purpose of investment. On August 8, 2025, Issuer and Reporting Person entered into the Series C Preferred Stock Exchange Agreement ("Series C Exchange Agreement") and agreed to exchange all 1,241,871 shares of Issuer's 5.00% Series C Convertible Preferred Stock, no par value ("Series C Preferred Stock"), held by the Reporting Person for a number of shares of Common Stock equal to the aggregate liquidation preference of $124,187,100 plus accrued and unpaid dividends, divided by $8.25 per share. The transaction was consummated August 8, 2025. Reporting Person was issued 15,103,163 shares of Common Stock in exchange for the Series C Preferred Stock and accrued and unpaid dividends thereon. The Series C Exchange Agreement contains largely customary terms for private repurchases of preferred shares and private investments in public companies, including representations, warranties, covenants and closing conditions. The Series C Exchange Agreement also provides for Issuer to register for resale the shares of Common Stock in accordance with the registration rights agreement described below. The Series C Exchange Agreement also provides that, for so long as Reporting Person holds at least 10% of the Common Stock of the Issuer, the Issuer will, subject to certain customary conditions, nominate an individual designated by Reporting Person (initially David P. Bovenzi) to the board of directors during such period. Also, on August 8, 2025, in connection with the exchange, Issuer entered into an Amended and Restated Registration Rights Agreement (the AR Registration Rights Agreement) with the Reporting Person, which amends the existing Registration Rights Agreement, and includes customary terms and conditions, including certain customary indemnification obligations. The foregoing descriptions of the exchange, the Series C Exchange Agreement and the AR Registration Rights Agreement does not purport to be complete and are qualified in their entirety by reference to the copies attached as exhibits to this Schedule 13D/A. Except as set forth above, the Reporting Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |