| Item 4 is hereby amended to add the following:
The Reporting Persons believe that the Board could benefit from the perspective of a highly qualified, independent director in boardroom deliberations. To that end, the Reporting Persons are engaging, and expect to continue to engage, in discussions with the Issuer regarding the appointment of such a new independent director to the Board. |
(a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 13,453,255 Shares outstanding as of April 25, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 30, 2025.
A. Engine Capital
As of the date hereof, Engine Capital directly owned 1,111,951 Shares. Percentage: Approximately 8.3%
B. Engine Jet
As of the date hereof, Engine Jet directly owned 112,228 Shares. Percentage: 0.8%
C. Engine Lift
As of the date hereof, Engine Lift directly owned 113,935 Shares. Percentage: 0.8%
D. Engine Management
Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may be deemed to beneficially own the 1,338,114 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.9%
E. Engine GP
Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 1,338,114 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.9%
F. Engine Investments
Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 1,224,179 Shares owned in the aggregate by Engine Capital and Engine Jet. Percentage: Approximately 9.1%
G. Engine Investments II
Engine Investments II, as the general partner of Engine Lift, may be deemed to beneficially own the 113,935 Shares owned by Engine Lift. Percentage: 0.8%
H. Arnaud Ajdler
Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II, may be deemed to beneficially own the 1,338,114 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.9%
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |