| | Item 3 is hereby amended and restated to read as follows:
The Shares purchased by the Radoff Foundation 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 500,000 Shares directly owned by the Radoff Foundation is approximately $970,645, including brokerage commissions.
The Shares directly owned by Mr. Radoff were purchased with personal funds (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 2,110,232 Shares directly owned by Mr. Radoff is approximately $4,091,665, including brokerage commissions.
The Shares purchased by JEC II 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 1,167,296 Shares owned directly by JEC II is approximately $2,226,405, including brokerage commissions.
The Shares purchased by MOS Trust 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 215,000 Shares owned directly by MOS Trust is approximately $420,140, including brokerage commissions.
The Shares directly owned by Mr. Torok were purchased with personal funds (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 285,000 Shares directly owned by Mr. Torok is approximately $654,853, including brokerage commissions. |
| | Item 4 is hereby amended to add the following:
The Reporting Persons are deeply concerned by the Board's recent decision to adopt the tax benefits preservation plan, dated February 26, 2026 (the "NOL Pill"), which the Reporting Persons believe was designed to insulate the current Board and to deter or gain an unfair advantage in any potential proxy contest. The Reporting Persons believe that the NOL Pill was implemented in order to thwart stockholders from acquiring 4.9% or more of the Shares, despite the Board's purported tax-related justifications. In the Reporting Persons' view, the NOL Pill is simply a means to prevent stockholders from gaining too much voting power in the event of a potential proxy contest given the fact that the Board adopted the NOL Pill only six days after the Reporting Persons filed the initial Schedule 13D.
We specifically call on the Board to provide stockholders with evidence justifying the adoption of the draconian NOL Pill and prove that it is not just another entrenchment device. For starters, how close is the Issuer to experiencing an "ownership change," as defined in Section 382 of the Internal Revenue Code of 1986, as amended?
As a reminder, this is the same Board that sought to delay the conversion of the Issuer's Class B common stock, which were primarily held by the Issuer's CEO and provided 10 votes per share, for five years, and only abandoned such plan after being informed that it would violate Nasdaq's listing standards. |
| (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 on 56,219,599 Shares outstanding as of December 31, 2025, which is the total number of Shares outstanding as disclosed in Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2026.
As of the date hereof, the Radoff Foundation directly beneficially owned 500,000 Shares, constituting approximately 0.9% of the Shares outstanding.
As of the date hereof, Mr. Radoff directly beneficially owned 2,110,232 Shares, constituting approximately 3.8% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed the beneficial owner of the 500,000 Shares owned by the Radoff Foundation, which together with the 2,110,232 Shares he directly owns, constitutes an aggregate of 2,610,232 Shares beneficially owned by Mr. Radoff, constituting approximately 4.6% of the Shares outstanding.
As of the date hereof, JEC II directly beneficially owned 1,167,296 Shares, constituting approximately 2.1% of the Shares outstanding.
As of the date hereof, MOS Trust directly beneficially owned 215,000 Shares, constituting approximately 0.4% of the Shares outstanding. MOS PTC, as the trustee of MOS Trust, may be deemed the beneficial owner of the 215,000 Shares owned by MOS Trust, constituting approximately 0.4% of the Shares outstanding.
As of the date hereof, Mr. Torok directly beneficially owned 285,000 Shares, constituting approximately 0.5% of the Shares outstanding. Mr. Torok, (i) as the Manager of JEC II, may be deemed the beneficial owner of the 1,167,296 Shares owned by JEC II, and (ii) as a Manager of MOS PTC, may be deemed the beneficial owner of the 215,000 Shares owned by MOS Trust, which together with the 285,000 Shares he directly owns, constitutes an aggregate of 1,667,296 Shares beneficially owned by Mr. Torok, constituting approximately 3.0% 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, and such group may be deemed to beneficially own the 4,277,528 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 7.6% of the Shares outstanding. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. |
