| | Item 4 of the Schedule 13D is hereby amended and restated as follows:
The information contained on the cover pages of this Schedule 13D relating to CHL, CHLP, Plantae and Mr. Weinstein is incorporated by reference.
On October 20, 2026, CHLP and the Issuer entered into the October 2026 SPA, pursuant to which CHLP acquired 833,334 Common Shares at a purchase price of $1.50 per share and the October 2026 CHLP Common Warrants to purchase up to 833,334 Common Shares at an exercise price of $1.65 per share. The aggregate purchase price of $1,250,000 was satisfied in full through the application of the advance payment made by CHLP to the Issuer on June 16, 2026 pursuant to the Advance Subscription Agreement, dated June 14, 2026.
CHLP acquired the October 2026 CHLP Common Shares and the October 2026 CHLP Common Warrants for investment purposes.
The foregoing description of the October 2026 SPA and the October 2026 CHLP Common Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are incorporated herein by reference. |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
The information contained on the cover pages of this Schedule 13D is incorporated by reference.
Based on Common Shares issued and outstanding as of October 23, 2026 (as confirmed by the Issuer), the Reporting Persons beneficially own an aggregate of 4,561,616shares of Common Stock, representing approximately 38.85% of the outstanding Common Stock. Because the Reporting Persons' beneficial ownership exceeds 35%, the March 2026 CHLP Common Warrants may not be exercised under the Beneficial Ownership Limitation, and the Common Shares underlying such warrants are excluded from the foregoing amounts. The March 2026 CHLP Common Warrants were previously reported as beneficially owned subject to the Beneficial Ownership Limitation; following the acquisition of the October 2026 CHLP Common Shares, they are no longer exercisable and are therefore no longer included. The Common Shares underlying the October 2026 CHLP Common Warrants are also excluded, as such warrants are not exercisable within 60 days.
The breakdown of beneficial ownership among the Reporting Persons is as follows:
CHL
CHL beneficially owns 2,018,014 shares, consisting of 1,933,415 common shares directly held (comprising 407,809 PIPE shares, 1,002,169 shares from exercise of pre-funded warrants, and 523,437 Kokomodo consideration shares) and warrants to purchase 84,599 common shares.
CHLP
CHLP beneficially owns 2,083,334 shares, consisting of 2,083,334 common shares directly held (including 833,334 October 2026 CHLP Common Shares). CHLP also holds (i) the March 2026 CHLP Common Warrants to purchase 625,000 common shares. which are not currently exercisable by reason of the 35% Beneficial Ownership Limitation described below, and (ii) the October 2026 CHLP Common Warrants to purchase 833,334 common shares at an exercise price of $1.65 per share, which are not exercisable until the six-month anniversary of their issue date.
CHLP holds warrants to purchase an aggregate of 625,000 Common Shares under two separate warrant instruments, as follows: (i) Warrants to purchase 312,500 Common Shares, issued pursuant to the Securities Purchase Agreement dated March 24, 2026, at an exercise price of $4.25 per share, exercisable immediately and expiring approximately September 30, 2027 (18 months from the March 31, 2026 issuance date); and (ii) Warrants to purchase 312,500 Common Shares, issued pursuant to the Securities Purchase Agreement dated March 24, 2026, at an exercise price of $4.25 per share, exercisable immediately and expiring on October 21, 2027 (18 months from the April 21, 2026 issuance date).
Each warrant instrument contains a beneficial ownership limitation provision (each, a "Beneficial Ownership Limitation") that independently restricts the exercise of that particular warrant.
Specifically, each warrant provides that CHLP may not exercise such warrant to the extent that, after giving effect to the issuance of the warrant shares upon such exercise, the Holder, together with its Affiliates and any other Persons whose beneficial ownership of Common Shares would or could be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act (collectively, the "Attribution Parties"), would beneficially own in excess of 35% of the number of Common Shares outstanding immediately after giving effect to such issuance.
Each warrant instrument's Beneficial Ownership Limitation is evaluated independently at the time CHLP submits a Notice of Exercise under that particular warrant. At the time of each exercise, the numerator of the ownership calculation includes all Common Shares then held by the Holder, its Affiliates and Attribution Parties, plus the warrant shares to be issued in that particular exercise. The numerator excludes (a) the remaining unexercised portion of the warrant being exercised and (b) any other securities of the Company subject to an analogous beneficial ownership limitation (i.e., the other CHLP warrant instruments, which each contain their own 35% Beneficial Ownership Limitation). The denominator is the total number of Common Shares outstanding immediately after giving effect to the issuance of the warrant shares in that particular exercise.
Plantae
Plantae beneficially owns 452,702 shares, consisting of 452,702 common shares directly held.
Mr. Weinstein
Mr. Weinstein beneficially owns 4,561,616 shares in the aggregate, consisting of: (i) 7,566 shares held directly (6,925 vested RSU shares plus 641 RSUs vesting within 60 days on November 25, 2026); (ii) 2,018,014 shares through CHL (Mr. Weinstein indirectly owns 100% of CHL); (iii) 2,083,334 shares through CHLP (beneficially owned by Mr. Weinstein); and (iv) 452,702 shares through Plantae (Mr. Weinstein indirectly owns approximately 78% of Plantae through CHL). Mr. Weinstein disclaims beneficial ownership of securities held by Plantae except to the extent of his pecuniary interest therein. |
| | 1. Securities Purchase Agreement dated January 23, 2025: Between the Issuer and CHL, pursuant to which CHL acquired common shares, pre-funded warrants, and common warrants.
2. Asset Purchase Agreement (Kokomodo): Pursuant to which CHL received 523,437 and Plantae received 452,702 consideration shares.
3. Securities Purchase Agreement dated December 8, 2025: Between the Issuer and CHLP, for 625,000 common shares. Closing occurred on December 30, 2025.
4. Securities Purchase Agreement dated March 24, 2026: Between the Issuer and CHLP, for 625,000 common shares and warrants to purchase 625,000 common shares. Closed in two tranches on March 31, 2026 and April 21, 2026.
4A. Advance Subscription Agreement dated June 14, 2026 and Securities Purchase Agreement dated October 20, 2026: Between the Issuer and CHLP, pursuant to which CHLP made a $1,250,000 advance payment on June 16, 2026, which was applied in full toward the purchase of 833,334 common shares at $1.50 per share and a warrant to purchase up to 833,334 common shares at $1.65 per share.
5. Common Warrants: CHL holds warrants exercisable for 84,599 shares at $5.568, expiring February 5, 2028. CHLP holds the March 2026 CHLP Common Warrants exercisable for up to 625,000 shares at $4.25 under two separate warrant instruments: (i) 312,500 warrants expiring approximately September 30, 2027 (March 2026 SPA, first closing); and (ii) 312,500 warrants expiring October 21, 2027 (March 2026 SPA, second closing). Each such CHLP warrant is subject to a 35% beneficial ownership limitation. See Item 5(a) for a detailed description of the limitation and its effect on reported beneficial ownership. CHLP also holds the October 2026 CHLP Common Warrants to purchase up to 833,334 shares at $1.65, exercisable beginning on the six-month anniversary of their issue date and expiring on the fifth anniversary of such initial exercise date.
6. Restricted Stock Unit Award Agreements: Mr. Weinstein holds RSU awards under the Issuer's 2016 Equity Compensation Plan (10,250 RSUs granted February 25, 2025) and 2019 Equity Compensation Plan (519 RSUs granted December 1, 2025).
7. Joint Filing Agreement: The Reporting Persons have entered into a joint filing agreement, filed as an exhibit hereto. |
