| | On July 2, 2026, SGA entered into a share purchase agreement (the "Purchase Agreement") with DZDLUX, pursuant to which DZDLUX purchased 235,712 shares of Common Stock for cash consideration of approximately $245,140. SGA no longer holds shares of Common Stock following the transaction.
The Reporting Persons acquired the securities reported in this Statement for investment purposes. The Reporting Persons may in the future acquire additional securities of the Company or dispose of some or all of the securities of the Company held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.
None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein or as may be proposed by Mr. Shiff in his capacity as a director of the Company or by the Board of Directors with his participation. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. |
| (a) | The Reporting Persons beneficially own in the aggregate 15,443,237 shares of Common Stock, which represents approximately 11.5% of the Company's outstanding shares of Common Stock. Mr. Shiff also holds options to purchase an aggregate of 50,000 shares of Common Stock, 47,083 of which are or will be exercisable within 60 days of the filing of this Statement and all of which were granted to him as part of his director compensation. Such options include (i) options to purchase 25,000 shares of Common Stock at an exercise price of $12.00 per share, which were granted on December 31, 2021 and expire on December 31, 2026; (ii) options to purchase 5,000 shares of Common Stock at an exercise price of $12.34 per share, which were granted on March 11, 2022 and expire on March 11, 2027; (iii) options to purchase 5,000 shares of Common Stock at an exercise price of $3.28 per share, which were granted on April 5, 2023 and expire on April 5, 2028; (iv) options to purchase 5,000 shares of Common Stock at an exercise price of $1.09 per share, which were granted on April 4, 2024 and expire on April 4, 2029; (v) options to purchase 5,000 shares of Common Stock at an exercise price of $1.26 per share, which were granted on March 27, 2025 and expire on March 27, 2030; and (vi) options to purchase 5,000 shares of Common Stock at an exercise price of $1.12 per share, which were granted on March 31, 2026 and expire on March 31, 2031, 2,083 of which are or will be exercisable within 60 days of the filing of this Statement.
Each of SGI and DZDLUX directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Shiff directly holds the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement.
Mr. Shiff, as President and Chief Executive Officer of SGI, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by SGI. Mr. Shiff, as a controlling person of DZDLUX, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by DZDLUX.
Each percentage ownership of Common Stock set forth in this Statement is based on 134,484,086 shares of Common Stock reported by the Company as outstanding as of May 12, 2026, in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 13, 2026. |