| | On March 31, 2025, certain purchasers, including DCP Fund and DCP Special, entered into option agreements with Stilwell Value LLC, an affiliate of Mr. Stilwell, to acquire an aggregate of 1,750,000 additional shares of Common Stock, at an exercise price of $8.25 per share, which options were exercisable by each investor (and DCP Fund and DCP Special together) in whole, and not in part, on December 29, 2025 and were set to expire at 5:00 p.m. Eastern Time on December 29, 2025. On December 17, 2025, certain purchasers, including DCP Fund and DCP Special, amended the option agreements to allow for the early exercise of the options. Following the amendment, on December 17, 2025, DCP Fund exercised its options and purchased 275,000 shares of Common Stock and DCP Special exercised its options and purchased 540,000 shares of Common Stock. A copy of the amendment to the option agreement entered into by DCP Fund and DCP Special is attached hereto as Exhibit 99.1.
On March 31, 2025, DCP Special entered into an option agreement with Oakmont Capital Inc. to acquire 500,000 additional shares of Common Stock, at an exercise price of $8.25 per share, which option was exercisable by DCP Special in whole, and not in part, on December 29, 2025 and was set to expire at 5:00 p.m. Eastern Time on December 29, 2025. On December 17, 2025, DCP Special amended the option agreement to allow for the early exercise of the options. Following the amendment, on December 17, 2025, DCP Special exercised its options and purchased 500,000 shares of Common Stock. A copy of the amendment to the option agreement entered into by DCP Special is attached hereto as Exhibit 99.2.
On May 8, 2025, DCP Special entered into a subscription agreement with the Company (the "Class D Subscription Agreement") for the purchase of shares of the Company's Preferred Stock. The shares of the Preferred Stock have a stated value of $25 per share and are convertible into shares of Common Stock at an initial conversion price of $9.50 per share (or 2.63158 shares of Common Stock for each share of Preferred Stock), subject to customary adjustments, at the option of the holder. For additional terms of the Preferred Stock and the Class D Subscription Agreement, see the form of the Class D Subscription Agreement and the Certificate of Designations of Preferred Stock, filed as Exhibit 99.3 and 99.4, respectively, to this Amendment No. 1.
The Reporting Persons acquired the Common Stock reported in this Statement for investment purposes. The Reporting Persons and their affiliates may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.
The Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein, or as may be proposed by Mr. Patinkin in his capacity as a director of the Company or by the Company's board of directors with his participation. The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company's financial position, the price levels of the securities of the Company, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate and to the extent permitted by law, including, without limitation, engaging in communications with management and/or the board of directors of the Company and their advisors, engaging in discussions with stockholders of the Company and others about the Company and the Reporting Persons' investment, making proposals to the Company concerning changes to the capitalization, the ownership structure, the structure, composition, and skill sets of the board of directors and senior management or the operations of the Company, purchasing additional securities of the Company, selling some or all of such securities, entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic or beneficial exposure with respect to their investment in the Company, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Company, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4. |
| (a) | The Reporting Persons beneficially own in the aggregate 2,615,421.08 shares of Common Stock, which represents approximately 9.0% of the Company's outstanding shares of Common Stock. Each of DCP Fund and DCP Special directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly holds any of the shares of Common Stock disclosed in this Statement.
The Reporting Persons' holdings include 68,421.08 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by DCP Special. The Preferred Stock is convertible into shares of Common Stock at an initial conversion price of $9.50 per share (or 2.63158 shares of Common Stock for each share of Preferred Stock), subject to customary adjustments, at the option of the holder.
David Capital Partners, LLC, as the investment manager and general partner of each of DCP Fund and DCP Special, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by such entities. Due to his position with David Capital Partners, LLC, Mr. Patinkin may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by DCP Fund and DCP Special. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
Each percentage ownership of Common Stock set forth in this Statement is based on 28,956,152 shares of Common Stock reported by the Company as outstanding on November 6, 2025 in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 6, 2025. |
| | Exhibit 99.1 - Amendment No. 1 to Option Agreement, dated December 17, 2025, by and between Stilwell Value LLC, Stilwell Value Partners VII, L.P., and Stilwell Activist Investments, L.P. as sellers, and David Capital Partners Fund, LP and David Capital Partners Special Situation Fund, LP, as buyers.
Exhibit 99.2 - Amendment No. 1 to Option Agreement, dated December 17, 2025, by and between Oakmont Capital Inc., as seller, and David Capital Partners Special Situation Fund, LP, as buyer.
Exhibit 99.3 - Form of Subscription Agreement (incorporated by reference to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2025).
Exhibit 99.4 - Class D Certificate of Designations (incorporated by reference to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2025). |
