| | 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 3,519,420 Shares owned directly by Legion Partners I is approximately $32,766,696, 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 395,144 Shares owned directly by Legion Partners II is approximately $934,088, 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 858,283 Shares owned directly by Legion Partners XI is approximately $7,483,246, including brokerage commissions. The aggregate purchase price of the 300 Shares owned directly by Legion Partners Holdings is approximately $2,568, including brokerage commissions. |
| (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) 52,773,512 Shares outstanding as of April 27, 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 May 6, 2026, (ii) 24,509,804 Shares issued pursuant to the closing of the Issuer's private placement on July 2, 2026 as reported in the Issuer's Current Report on Form 8-K with the Securities and Exchange Commission on July 1, 2026 (the "Private Placement"), and (iii) 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 3,733,515 Shares, including 214,095 Shares underlying certain Warrants, representing approximately 4.8% of the outstanding Shares.
As of the date hereof, Legion Partners II beneficially owned directly 406,049 Shares, including 10,905 Shares underlying certain Warrants, representing approximately 0.5% of the outstanding Shares.
As of the date hereof, Legion Partners XI beneficially owned directly 858,283 Shares, representing approximately 1.1% 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) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II and (iii) 858,283 Shares beneficially owned directly by Legion Partners XI, representing approximately 6.4% of the outstanding Shares.
Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners XI, may be deemed the beneficial owner of the (i) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II and (iii) 858,283 Shares beneficially owned directly by Legion Partners XI, representing approximately 6.4% 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) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II and (iii) 858,283 Shares beneficially owned directly by Legion Partners XI, which, together with the Shares it directly beneficially owns, constitutes an aggregate of 4,998,147 Shares, representing approximately 6.4% 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) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II, (iii) 858,283 Shares beneficially owned directly by Legion Partners XI and (iv) 300 Shares beneficially owned directly by Legion Partners Holdings, representing approximately 6.4% of the outstanding Shares. |
| | Item 6 is hereby amended to add the following:
Following the sale of the cash-settled swaps reported in Exhibit 1 annexed hereto, Legion Partners I now possesses economic exposure to an aggregate of 2,623,434 notional Shares, representing approximately 3.4% of the outstanding Shares, via the Swap Agreements (as previously defined and described in Amendment No. 10 and No. 12 to the Schedule 13D).
Following the sale of the cash-settled swaps reported in Exhibit 1 annexed hereto, Legion Partners II now possesses economic exposure to an aggregate of 233,225 notional Shares, representing approximately 0.3% of the outstanding Shares, via the Swap Agreements.
Mr. White has been awarded an aggregate of 49,079 shares of restricted stock in connection with his service as a director of the Issuer, which vest on March 18, 2027.
Because Mr. White serves 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 Board position. As a result, Legion Partners Asset Management is entitled to receive all of the economic interests in securities granted to Mr. White by the Issuer in respect of Mr. White's Board position, for no consideration. |
