| | Item 3 is hereby amended and restated in its entirety as follows:
The securities of the Issuer purchased by each of Legion Partners I, Legion Partners II, Legion Partners XI and Legion Partners Holdings were purchased with working capital.
The aggregate purchase price of the 3,494,704 Shares owned directly by Legion Partners I is approximately $32,374,718, including brokerage commissions. The aggregate purchase price of the 214,095 Shares underlying certain Warrants (as previously defined and described in Amendment No. 4 to the Schedule 13D) owned directly by Legion Partners I is approximately $155,283, including brokerage commissions. The aggregate purchase price of the 357,483 Shares owned directly by Legion Partners II is approximately $805,826, including brokerage commissions. The aggregate purchase price of the 10,905 Shares underlying certain Warrants owned directly by Legion Partners II is approximately $7,909, including brokerage commissions. The aggregate purchase price of the 488,282 Shares owned directly by Legion Partners XI is approximately $3,722,133, including brokerage commissions. The aggregate purchase price of the 300 Shares owned directly by Legion Partners Holdings is approximately $2,568, including brokerage commissions.
Mr. White was awarded 49,079 shares of restricted stock in connection with his service as a director of the Issuer, all of which have vested.
Because Mr. White served on the Board as a representative of Legion Partners Asset Management and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his former Board position. As a result, when the Issuer delivered such securities to Mr. White, Legion Partners Asset Management was entitled to receive all of the economic interests in securities granted to Mr. White by the Issuer in respect of Mr. White's former Board position, for no consideration. |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
The aggregate percentage of Shares reported owned by each person named herein is based on a denominator that is the sum of: (i) 82,580,864 Shares outstanding as of August 5, 2026, 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 August 5, 2026, and (ii) the Shares underlying the Warrants that may be exercised by the Reporting Persons, as applicable.
As of the date hereof, Legion Partners I beneficially owned directly 3,708,799 Shares, including 214,095 Shares underlying certain Warrants, representing approximately 4.5% of the outstanding Shares.
As of the date hereof, Legion Partners II beneficially owned directly 368,388 Shares, including 10,905 Shares underlying certain Warrants, representing approximately 0.4% of the outstanding Shares.
As of the date hereof, Legion Partners XI beneficially owned directly 488,282 Shares, representing approximately 0.6% of the outstanding Shares.
Legion Partners, LLC, as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners XI, may be deemed the beneficial owner of the (i) 3,708,799 Shares beneficially owned directly by Legion Partners I, (ii) 368,388 Shares beneficially owned directly by Legion Partners II and (iii) 488,282 Shares beneficially owned directly by Legion Partners XI, representing approximately 5.5% of the outstanding Shares.
As of the date hereof, Legion Partners Asset Management may be deemed to beneficially own 49,079 Shares that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer. As the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners XI, Legion Partners Asset Management may be deemed the beneficial owner of the (i) 3,708,799 Shares beneficially owned directly by Legion Partners I, (ii) 368,388 Shares beneficially owned directly by Legion Partners II and (iii) 488,282 Shares beneficially owned directly by Legion Partners XI, representing approximately 5.6% of the outstanding Shares.
As of the date hereof, Legion Partners Holdings beneficially owned directly 300 Shares. In addition, as the sole member of Legion Partners Asset Management and the sole member of Legion Partners, LLC, Legion Partners Holdings may be deemed the beneficial owner of the (i) 3,708,799 Shares beneficially owned directly by Legion Partners I, (ii) 368,388 Shares beneficially owned directly by Legion Partners II, (iii) 488,282 Shares beneficially owned directly by Legion Partners XI and (iv) 49,079 Shares beneficially owned by Legion Partners Asset Management that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, representing approximately 5.6% of the outstanding Shares.
Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 3,708,799 Shares beneficially owned directly by Legion Partners I, (ii) 368,388 Shares beneficially owned directly by Legion Partners II, (iii) 488,282 Shares beneficially owned directly by Legion Partners XI, (iv) 300 Shares beneficially owned directly by Legion Partners Holdings and (v) 49,079 Shares beneficially owned by Legion Partners Asset Management that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, representing approximately 5.6% of the outstanding Shares. |
