The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.
The Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intends to review his investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Issuer's board of directors, price levels of the Issuer's Common Stock, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may from time to time and at any time in the future take such actions with respect to the investment in the Issuer as they deem appropriate, including: (i) acquiring additional Common Stock of the Issuer and/or other equity, debt, notes or other securities of the Issuer, or derivative or other instruments that are based upon or relate to the value of the Issuer's Common Stock or the Issuer (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) considering, proposing or otherwise engaging in one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. |
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
Between January 10, 2025 and January 14, 2025, 28th Street distributed its holdings of Common Stock in kind, for no additional consideration to its members, as follows:
January 10, 2025: 7,090,959 shares to the 1997 Gearon Family Trust;
January 10, 2025: 590,958 shares to the J. Michael Gearon, Jr. Revocable Trust;
January 10, 2025: 766,417 to additional members; and
January 14, 2025: 6,500,000 shares to the J. Michael Gearon, Jr. Revocable Trust.
Mr. Gearon's spouse is a co-trustee of the 1997 Gearon Family Trust and Mr. Gearon is the sole trustee of the J. Michael Gearon Jr. Revocable Trust.
On January 29, 2025, 28th Street sold 175,000 warrants in the open market at prices ranging from $6.46 to $6.61 per warrant (with a weighted average sales price of $6.52 per warrant).
On January 30, 2025, 28th Street sold 150,000 warrants in the open market at prices ranging from $6.38 to $6.72 per warrant (with a weighted average sales price of $6.50 per warrant).
On January 31, 2025, 28th Street sold 114,459 warrants in the open market at prices ranging from $6.34 to $6.56 per warrant (with a weighted average sales price of $6.44 per warrant).
On January 16, 2025 and January 19, 2025, Mr. Gearon received 10,480 and 2,190 shares of Common Stock, respectively, upon the settlement of vested restricted stock units, which had previously been granted to Mr. Gearon for service as a non-employee director of the Company.
On January 23, 2025, the Company announced a redemption of its outstanding warrants at a price of $0.10 per warrant by 5:00 p.m. New York City time on February 24, 2025 (the "Redemption Time"). Holders of the warrants may instead elect to exercise their warrants until the Redemption Time. 28th Street presently intends to exercise its 255,941 warrants on a cashless basis prior to the Redemption Time pursuant to the terms of the Warrant Agreement, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, dated as of November 23, 2020, as amended on November 17, 2022; however, there can be no guarantee that 28th Street's plans for such warrant exercise will not change prior to the Redemption Time. |