The Reporting Person acquired the securities of the Issuer for investment purposes. The information contained in Item 3 and in Item 6 of this Schedule 13D is incorporated herein by reference.
The Reporting Person or his affiliates may purchase additional securities or dispose of securities of the Issuer in varying amounts and at varying times depending upon the Reporting Person's continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors of the Issuer (the "Board") and management of the Issuer, the availability and nature of opportunities to dispose of shares of the Issuer and other plans and requirements of the Reporting Person. The Reporting Person may enter into derivative securities or similar instruments that derive their value with reference to securities of the Issuer, including hedging transactions with respect to some or all of the shares of Common Stock of the Issuer beneficially owned by the Reporting Person. The Reporting Person may discuss items of mutual interest with the Issuer, which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Person intends to review his investment in the Issuer on an ongoing basis and, in the course of his review, may take actions (including through his affiliates) with respect to his investment or the Issuer, including communicating from time to time with the Board, members of management, other securityholders of the Issuer, or other third parties, advisors, such as legal, financial, regulatory, or other advisors, to assist in the review and evaluation of strategic alternatives. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; a sale or transfer of a material portion of the assets of the Issuer or any of its subsidiaries or the acquisition of material assets; the formation of joint ventures or other strategic alliances with the Issuer or any of its subsidiaries; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board or management of the Issuer; changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer's securities; or any action similar to the foregoing. Such discussions and actions may be exploratory in nature, and not rise to the level of a plan or proposal.
The Reporting Person serves as an advisor to the Issuer pursuant to the Advisory Agreement and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D
The Reporting Person serves as a member of the Board and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
The Reporting Person anticipates receipt of additional shares of Common Stock pursuant to payment of the annual fee under the Advisory Agreement, until the end of the fiscal year ending December 31, 2027, and may receive additional shares of Common Stock in the event any additional variable fee under the Advisory Agreement becomes payable for any year until the year ending December 31, 2031.
The Charitable Organization currently intends to dispose in the open market shares of Common Stock with an aggregate value of approximately $2.5 million, to fund its current operating needs. The Reporting Person has no pecuniary interest in securities of the Issuer held by the Charitable Organization and disclaims beneficial ownership of such securities. The Reporting Person sold 550,000 shares of Common Stock in the open market during the five days prior to the filing of this Schedule 13D, resulting in aggregate proceeds of approximately $13.1 million. The Reporting Person currently intends to dispose in the open market additional shares of Common Stock with an aggregate value of approximately $1.9 million, to fund short term liquidity needs, including to fund potential investments unrelated to the securities or the Issuer. |