| | Item 4 is hereby amended to add the following:
On January 16, 2026, the Reporting Persons entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, the Issuer increased the size of its board of directors (the "Board") from seven to eight directors and appointed Raymond T. White to fill the newly created directorship and to serve as a member of the Strategic Committee of the Board. Mr. White will serve as a director until the Issuer's 2026 annual meeting of stockholders, at which Mr. White will be a nominee of the Issuer and the Board will recommend that the Issuer's stockholders vote in favor of his election. Pursuant to the Cooperation Agreement, the Issuer has also agreed to nominate Mr. White at each annual meeting of the Issuer's stockholders held prior to the expiration of the Standstill Period (as defined below).
Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain customary standstill restrictions, including that they will not acquire beneficial ownership of more than 19.9% of the outstanding Shares, from the date of the Cooperation Agreement until the earlier of (i) 30 days prior to the director nomination deadline for the Issuer's 2028 annual meeting of stockholders and (ii) 120 days prior to the first anniversary of the Issuer's 2027 annual meeting of stockholders (the "Standstill Period"). The Reporting Persons have also agreed to vote in a manner consistent with the recommendation of the Board; provided, however, that if Institutional Shareholder Services Inc. ("ISS") or Glass Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to any proposals (other than as related to the election or removal of directors), the Reporting Persons are permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further, that the Reporting Persons are permitted to vote in their sole discretion with respect to any Extraordinary Matter (as defined in the Cooperation Agreement).
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. |
| (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 50,195,810 Shares outstanding as of October 24, 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 October 29, 2025, plus 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 7.4% 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 0.8% of the outstanding Shares.
As of the date hereof, Legion Partners XI beneficially owned directly 877,065 Shares, representing approximately 1.7% 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) 877,065 Shares beneficially owned directly by Legion Partners XI, representing approximately 9.95% 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) 877,065 Shares beneficially owned directly by Legion Partners XI, representing approximately 9.95% 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) 877,065 Shares beneficially owned directly by Legion Partners XI, which, together with the Shares it directly beneficially owns, constitutes an aggregate of 5,016,929 Shares, representing approximately 9.95% 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) 877,065 Shares beneficially owned directly by Legion Partners XI and (iv) 300 Shares beneficially owned directly by Legion Partners Holdings, representing approximately 9.95% of the outstanding Shares. |
