| | Item 3 of the Schedule 13D is hereby amended and restated as follows:
The aggregate purchase price of the 2,304,944 shares of Common Stock directly held by the Strategic Fund reported herein was $30,826,040. The aggregate purchase price of the 11,899,409 shares of Common Stock, 25,340 options to purchase Common Stock and 313,646 warrants directly held by the Global Fund reported herein was $130,174,769. The aggregate purchase price of the 414,680 shares of Common Stock directly held by the Accounts reported herein was $6,653,170. Further, the securities of the Issuer directly held by the Funds and Accounts were purchased with the working capital of the Funds and Accounts (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). |
| | Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
On March 15, 2026, TSC agreed to waive a provision in the previously disclosed Cooperation Agreement that required the Issuer to appoint one independent director following the execution of the Cooperation Agreement and prior to March 15, 2026, as long as the Issuer remains in compliance with all other provisions of the Cooperation Agreement and the Issuer complies with the appointment requirement prior to May 30, 2026. |
| (a) | Each of the Reporting Persons may be deemed to beneficially own 17,466,679 shares of Common Stock of the Issuer, which includes 313,646 shares of Common Stock issuable upon exercise of warrants and options to purchase 2,534,000 shares of Common Stock. Such amount of beneficial ownership represents approximately 5.5% of the shares of Common Stock outstanding, based on 315,332,655 shares of Common Stock outstanding as of February 26, 2026, based on information disclosed in the Issuer's Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 2, 2026, plus 313,646 shares of Common Stock issuable upon the exercise of warrants held by the Funds. The Funds and Accounts have delegated to TSC sole voting and investment power over the securities held by the Funds and Accounts pursuant to their respective Investment Management Agreements with TSC. As a result, each of TSC, TSC GP, as the general partner of TSC, and Mr. Toussi, as Chief Investment Officer of TSC and Managing Member of TSC GP, may be deemed to exercise voting and investment power over the securities of the Issuer directly held by the Funds and Accounts. The Funds and Accounts specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with TSC. The information in Item 3 regarding the securities held by the Funds and Accounts is incorporated herein by reference.
The options to purchase Common Stock consist of options to purchase 534,000 shares of Common Stock held by the Global Fund with an exercise price of $20 that expire on April 17, 2026, and options to purchase 2,000,000 shares of Common Stock held by the Global Fund with an exercise price of $18 that expire on May 15, 2026. The Global Fund has also purchased options to sell 1,620,700 shares of Common Stock with an exercise price of $17 that expire on April 17, 2026. The Global Fund also has sold options to sell 1,620,700 shares of Common Stock with an exercise price $14 that expire on April 17, 2026, and has sold options to purchase 2,000,000 shares of Common Stock with an exercise price of $25 that expire on May 15, 2026. In addition, the Strategic Fund has sold options to purchase 485,100 shares of Common Stock with an exercise price of $20 that expire on April 17, 2026, and options to sell 323,400 shares of Common Stock with an exercise price of $14 that expire on April 17, 2026. The Strategic Fund has also purchased options to sell 323,400 shares of Common Stock with an exercise price of $17 that expire on April 17, 2026. Further, the Accounts have sold options to purchase 83,900 shares of Common Stock with an exercise price of $20 that expire on April 17, 2026, and options to sell 55,900 shares of Common Stock with an exercise price of $14 that expire on April 17, 2026. The Accounts have also purchased options to sell 55,900 shares of Common Stock with an exercise price of $17 that expire on April 17, 2026. |
