| | As of September 28, 2026, the Fund, the record and direct beneficial owner of the securities covered by this statement, held voting and dispositive power over 2,089,805 shares of common stock of the Issuer ("Shares"). All calculations of beneficial ownership percentages in this statement are based on 13,240, 512 Shares outstanding as of September 24, 2026, as disclosed by the Issuer in its Form 8-K filed with the SEC on September 28, 2026. Relevant transactions leading up to this date, as well as the respective price per share of each transaction, are set forth on Schedule A to this statement. Each of these transactions was executed through the open market. The funds for the purchase of the Securities came from the working capital of the Fund. The aggregate purchase price of the Securities reported herein was approximately $15,452,099. No borrowed funds were used to purchase the Securities, other than under margin accounts with a brokerage firm in the ordinary course of business. Positions in Issuer securities may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Securities.
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| | Veradace originally acquired beneficial ownership of the Shares of the Issuer for investment purposes and filed a Schedule 13G on January 7, 2026 based on a passive investment intent. Veradace evaluates investment on a continuous basis. On March 10, 2026 Veradace filed a Schedule 13D believing additional changes may be necessary for the Issuer to maximize shareholder value.
Agreement and Plan of Merger
On September 28, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Transom Signal AcquireCo, LLC, a Delaware limited liability company ("Parent"), and Transom Signal MergerSub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are affiliates of and commonly controlled by Transom Capital Public Fund LP ("Transom Capital").
The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Parent will cause Merger Sub to commence a tender offer (the "Offer") no later than fifteen (15) business days after the date of the Merger Agreement, to purchase any and all of the shares of Common Stock, other than certain exceptions, for (i) $8.00 per share of Common Stock, plus (ii) one non-transferable contingent value right per share of Common Stock, which represents a right to receive up to $3.00, upon the achievement of specified milestones. The Offer will remain open for twenty (20) business days, subject to extension under certain circumstances.
Following the consummation of the Offer, and subject to the satisfaction or waiver, to the extent permitted under applicable legal requirements, of certain conditions set forth in the Merger Agreement, Parent, Merger Sub and the Issuer will, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, without a vote of the stockholders of the Issuer, effect a merger of Merger Sub with and into the Issuer (the "Merger" and, together with the Offer, the "Transactions"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
The obligations of Merger Sub to accept for purchase, and pay for, shares of Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer are subject to satisfaction or waiver of certain customary conditions, including that there have been validly tendered and not validly withdrawn shares of Common Stock that would result in beneficial ownership by Parent and its Affiliates of more than 50% of the Common Stock outstanding at the time of expiration of the Offer.
If the Offer and the Merger are consummated, the Common Stock will cease to be registered under Section 12 of the Exchange Act, and the Issuer will become privately held as a subsidiary of Parent.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference.
Tender and Support Agreement
Simultaneously with the execution of the Merger Agreement, the Reporting Person entered into a Tender and Support Agreement (the "Tender and Support Agreement") with Parent and Merger Sub. Veradace beneficially owns approximately 15.8% of the outstanding shares of Common Stock of the Issuer.
Pursuant to the Tender and Support Agreement, the Reporting Person has agreed, among other things, to (1) validly tender its Subject Shares (as defined in the Tender and Support Agreement) into the Offer and not withdraw such shares, (2) vote its Subject Shares against any competing takeover proposal and other actions that would impede the Transactions, and (3) not transfer its Subject Shares, in each case subject to certain exceptions. The Tender and Support Agreement also contains customary non-solicitation and other obligations and terminates automatically upon the valid termination of the Merger Agreement or certain other events described therein.
The foregoing description of the Tender and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Tender and Support Agreement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Tender, Support and Reinvestment Agreement
Concurrently with the execution of the Merger Agreement, Gary M. Lauder and certain affiliated stockholders (the "Lauder Stockholders") of the Issuer entered into a tender, support and reinvestment agreement (the "Tender, Support and Reinvestment Agreement") with Parent, Merger Sub and certain of Parent's affiliates. These stockholders beneficially own approximately 17.0% of the outstanding shares of Common Stock of the Issuer.
Pursuant to the Tender, Support and Reinvestment Agreement, the Lauder Stockholders have agreed, among other things, and subject to the terms and conditions of the Tender, Support and Reinvestment Agreement, to (1) validly tender their Subject Shares (as defined in the Tender, Support and Reinvestment Agreement) into the Offer and not withdraw such shares, (2) vote their Subject Shares against any competing takeover proposal and other actions that would impede the Transactions, (3) not transfer their Subject Shares, in each case subject to certain exceptions, and (4) following the effective time of the Merger, purchase equity interests of Transom Signal HoldCo, Inc., a Delaware corporation, in exchange for an aggregate amount of cash calculated to result in the applicable stockholders holding, in the aggregate, an agreed percentage of the equity interests of Transom Signal TopCo, LP, a Delaware limited partnership ("Topco"), and immediately thereafter contribute such equity interests to Topco in exchange for equity interests of equivalent value in Topco. The Tender, Support and Reinvestment Agreement also contains customary non-solicitation and other obligations and terminates automatically upon the valid termination of the Merger Agreement or certain other events described therein.
The foregoing description of the Tender, Support and Reinvestment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Tender, Support and Reinvestment Agreement, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Except for the foregoing, none of the Reporting Persons has any plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. |
| | Exhibit 99.1 Agreement and Plan of Merger, dated as of September 28, 2026, by and among the Issuer, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 of the Issuer's Current Report on Form 8-K filed with the Commission on September 29, 2026).
99.1 - https://www.sec.gov/Archives/edgar/data/1351636/000119312526406024/d107296dex21.htm
Exhibit 99.2 Tender and Support Agreement, dated as of September 28, 2026, by and among Veradace, Parent and Merger Sub (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the Commission on September 29, 2026).
99.2 - https://www.sec.gov/Archives/edgar/data/1351636/000119312526406024/d107296dex101.htm
Exhibit 99.3 Tender, Support and Reinvestment Agreement, dated as of September 28, 2026, by and among the Lauder Stockholders, Parent, Merger Sub and certain of Parent's affiliates (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed with the Commission on September 29, 2026).
99.3 -https://www.sec.gov/Archives/edgar/data/1351636/000119312526406024/d107296dex102.htm
Exhibit 99.4 Joint Filing Agreement |
