| | Item 3 is hereby amended and restated to read as follows:
The Shares purchased by JCP Partnership and held in the JCP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 776,564 Shares owned directly by JCP Partnership is approximately $3,687,481, including brokerage commissions. The aggregate purchase price of the 1,084,104 Shares held in the JCP Accounts is approximately $5,426,197, including brokerage commissions. Mr. Pappas has acquired 10,567 Shares upon the vesting of certain restricted stock units ("RSUs") awarded to him in his capacity as a director of the Issuer. Each RSU represents the contingent right to receive, upon vesting of the RSU, one Share.
The Shares purchased by Jumana Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,667,906 Shares directly owned by Jumana Capital is approximately $8,429,773, including brokerage commissions. Mr. Martin has acquired 10,567 Shares upon the vesting of certain RSUs awarded to him in his capacity as a director of the Issuer. Each RSU represents the contingent right to receive, upon vesting of the RSU, one Share. |
| | Item 4 is hereby amended to add the following:
On February 13, 2026, the Reporting Persons and the Issuer entered into an amendment (the "Amendment") to the Cooperation Agreement (as defined in Amendment No. 2 to the Schedule 13D). Pursuant to the Amendment, the Issuer agreed, among other things, to re-nominate Messrs. Pappas and Martin to stand for re-election to the Board at the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), and each of Messrs. Pappas and Martin have accepted their re-nomination. In addition, pursuant to the Amendment, following the 2026 Annual Meeting, Mr. Pappas shall be appointed as Chair of the Finance Committee of the Board and the Board shall also take reasonable steps to reduce the size of the Board to eight directors until the expiration of the Cooperation Period (as defined below).
Pursuant to the Amendment, during the Cooperation Period, the Reporting Persons may acquire beneficial ownership of, or a Net Long Position (as defined in the Cooperation Agreement) in, up to 21% of the outstanding Shares, subject to certain limited exceptions for awards or grants from the Issuer; provided, that in the event that the volume-weighted average price of the Shares is less than $4.00 per Share for a period of five consecutive trading days, Jumana (as defined in the initial Schedule 13D) shall have the right to acquire an additional 1% of the then total outstanding Shares following advance written notice to the Issuer.
Further, pursuant to the Amendment, the Reporting Persons have agreed to continue to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, until the earlier of (i) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer's Fifth Amended and Restated Bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Issuer's 2027 annual meeting of stockholders and (ii) 120 calendar days prior to the first anniversary of the 2026 Annual Meeting (such period, the "Cooperation Period").
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 17,964,459 Shares outstanding as of November 6, 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 November 10, 2025.
As of the date hereof, JCP Partnership beneficially owned 776,564 Shares, constituting approximately 4.3% of the Shares outstanding. JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 776,564 Shares owned by JCP Partnership, constituting approximately 4.3% of the Shares outstanding. JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 776,564 Shares owned by JCP Partnership, constituting approximately 4.3% of the Shares outstanding.
As of the date hereof, 1,084,104 Shares were held in the JCP Accounts, constituting approximately 6.0% of the Shares outstanding. JCP Management, as the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 776,564 Shares owned by JCP Partnership and (ii) 1,084,104 Shares held in the JCP Accounts, constituting approximately 10.4% of the Shares outstanding.
As of the date hereof, Mr. Pappas directly beneficially owned 10,567 Shares, constituting approximately 0.1% of the Shares outstanding. Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 776,564 Shares owned by JCP Partnership and (ii) 1,084,104 Shares held in the JCP Accounts, which, together with the Shares he beneficially owns directly, constitutes an aggregate of 1,871,235 Shares, constituting approximately 10.4% of the Shares outstanding.
As of the date hereof, Jumana Capital beneficially owned 1,667,906 Shares, constituting approximately 9.3% of the Shares outstanding.
As of the date hereof, Mr. Martin directly beneficially owned 10,567 Shares, constituting approximately 0.1% of the Shares outstanding. Mr. Martin, as the Manager of Jumana Capital, may be deemed the beneficial owner of the 1,667,906 Shares owned by Jumana Capital, which, together with the Shares he beneficially owns directly, constitutes an aggregate of 1,678,473 Shares, constituting approximately 9.3% of the Shares outstanding.
Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such group may be deemed to beneficially own the 3,549,708 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 19.8% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| | Item 6 is hereby amended to add the following:
On February 13, 2026, the Reporting Persons and the Issuer entered into the Amendment as defined and described in Item 4 above.
Mr. Pappas has been awarded 51,946 RSUs in his capacity as a director of the Issuer, 10,567 of which have vested as of the date hereof. Mr. Pappas' remaining 41,379 RSUs vest on the later of (x) fifty weeks following May 22, 2025 and (y) the 2026 Annual Meeting.
Mr. Martin has been awarded 51,946 RSUs in his capacity as a director of the Issuer, 10,567 of which have vested as of the date hereof. Mr. Martin's remaining 41,379 RSUs vest on the later of (x) fifty weeks following May 22, 2025 and (y) the 2026 Annual Meeting. |
