| (a) | This Schedule 13D is filed jointly by (i) Fivespan Partners, LP, a Delaware limited partnership ("Fivespan"), which serves as the investment manager to Fivespan Partners Fund, Ltd., a Cayman Islands exempted company ("Fivespan Fund"), with respect to the shares of Common Stock held by Fivespan Fund; (ii) Fivespan Partners GP, LLC, a Delaware limited liability company that serves as the general partner of Fivespan ("Fivespan GP"); and (iii) Dylan G. Haggart, the Co-Founder, Managing Partner and Chief Investment Officer of Fivespan and the Managing Member of Fivespan GP ("Mr. Haggart," and, collectively with Fivespan and Fivespan GP, the "Reporting Persons"). |
| | The Reporting Persons acquired the securities of the Issuer reported herein based on their belief that the securities were undervalued and represented an attractive investment opportunity.
On October 8, 2026, the Issuer entered into a Cooperation Agreement with Fivespan, Fivespan Fund, Fivespan GP and Mr. Haggart (the "Investor Group"). The Cooperation Agreement provides that the Issuer will (i) appoint Mr. Haggart as an independent director on the board of directors ("Board"), with an initial term expiring at the Issuer's 2026 annual meeting of stockholders, and nominate him for election to the Board on the Issuer's slate, and recommend in favor of and use reasonable best efforts to cause his election to the Board at the 2026 annual meeting, for a term expiring at the Issuer's 2027 annual meeting; and (ii) appoint Dr. Steven Guttentag, immediately after the execution of the Cooperation Agreement, as a non-voting Board observer and appoint him to the Board and its Academic and Nominating and Corporate Governance Committees immediately following the 2026 annual meeting, with a term expiring at the 2027 annual meeting. Mr. Haggart joined the Board on October 22, 2026 and Dr. Guttentag has served as a non-voting Board observer since October 8, 2026.
Pursuant to the Cooperation Agreement, the Investor Group withdrew its notice of director nominations and shareholder proposal for the 2026 annual meeting and its demand for inspection of books and records under Section 220 of the Delaware General Corporation Law, and agreed to abide by certain voting commitments (with specified exceptions), customary standstill obligations and mutual non-disparagement provisions, which obligations will remain in effect until the earliest of 30 days before the 2027 nomination notice deadline, specified failures concerning the agreed Board appointments and related commitments, or mutual termination (the "Standstill Period"). Among other things, without prior written approval of the Board, during the Standstill Period, the acquisition of Common Stock by the Investor Group is subject to an aggregate beneficial ownership cap of 7.5% of the outstanding Common Stock, and qualifying cash-settled interests, together with beneficially owned Common Stock, are subject to a 12.5% aggregate economic-exposure cap.
Fivespan has been granted replacement rights during the Standstill Period, subject to certain conditions, should either of Mr. Haggart or Dr. Guttentag's Board seats become vacant. The Issuer has also agreed to reimburse the Investor Group for certain expenses in connection with the Cooperation Agreement, subject to a cap. In accordance with the Cooperation Agreement, the Issuer formed a Capital Allocation Committee to support and make recommendations to the Board regarding the Issuer's capital structure and capital allocation strategy. The Capital Allocation Committee is comprised of three voting members, Mr. Haggart and Brian Shepherd, who serve as Co-Chairs, and Aida M. Alvarez, as well as the Issuer's Chief Executive Officer, Robert E. Knowling, Jr., who serves as a non-voting member. In accordance with the provisions of the Cooperation Agreement, Mr. Haggart also serves on the Compensation Committee.
The foregoing description of the Cooperation Agreement is not complete and is qualified in its entirety by the full text of the Cooperation Agreement, which is set forth in Exhibit 99.3 and incorporated herein by reference.
The Reporting Persons have, from time to time, engaged in, and, subject to the terms of the Cooperation Agreement, expect to continue to engage in, discussions with directors and officers of the Issuer in connection with the Reporting Persons' investment in the Issuer. Such discussions may include, without limitation, a range of issues, including those relating to the business of the Issuer, management, board composition, investor communications, operations, assets, capital allocation, dividend policy, financial condition, mergers and acquisitions strategy, overall business strategy, executive compensation and corporate governance. Subject to the terms of the Cooperation Agreement, the Reporting Persons may also have similar conversations with other stockholders or other interested parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals, and other current or prospective investors.
Depending on various factors, including, without limitation, the terms of the Cooperation Agreement, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, concentrations in the portfolios managed by the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional Common Stock, Issuer debt securities or other instruments that are based upon or relate to the value of the Common Stock or Issuer debt securities of the Issuer in the open market or otherwise, selling some of or all of the securities or interests beneficially owned by the Reporting Persons in the open market or otherwise, and/or engaging in hedging or similar transactions with respect to the Common Stock or Issuer debt securities or otherwise.
Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
| | The Reporting Persons' response to Item 4 is incorporated herein by reference. The agreement among the Reporting Persons to file jointly under Rule 13d-1(k)(1) is set forth in Exhibit 99.1, and is incorporated herein by reference.
Other than as disclosed herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any other person with respect to securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security based swaps or other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
