| | On December 2, 2025, Darwin Deason passed away. Pursuant to the terms of the Will and applicable law, admitted to probate on February 2, 2026, all Issuer securities beneficially owned by Darwin Deason were transferred to the Trust.
On February 6, 2026, the appropriate court issued Letters Testamentary appointing the Executors as the personal representatives of the Trust. Consequently, the Executors have acquired shared voting and dispositive power over the Shares held by the Trust.
The Trust holds the Shares for investment purposes and for the administration and eventual distribution of the Trust's assets in accordance with the Will. The Executors, in their capacity as fiduciaries of the Trust, will continuously evaluate the Issuer's business, financial condition, and the market for the Shares. Depending on market conditions and other factors, the Trust may acquire additional Shares or dispose of some or all of the Shares in the open market, in privately negotiated transactions, or by distribution to the beneficiaries of the Trust.
Except as described in this Item 4, the Executors do not presently have any plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
| (a) | As of the date hereof, the Trust may be deemed to beneficially own, in the aggregate, 15,283,672 Shares, consisting of 8,542,096 Shares and 6,741,576 Shares issuable upon the conversion of 180,000 shares of Series A Preferred Stock, representing approximately 11.29% of the outstanding Shares (based upon the 128,617,804 Shares stated to be outstanding by the Issuer as of February 28, 2026 as reported by the Issuer in its Annual Report on Form 10-K filed by the Issuer with the SEC on March 17, 2026, plus the 6,741,576 shares of Series A Preferred Stock on an as-converted basis). Such amounts do not include 7,641,828 warrants to purchase Shares (the "Warrants") received by the Trust in a distribution to all shareholders by the Issuer on February 12, 2026, at a ratio of one Warrant for every two Shares held as of the record date. Each Warrant entitles the holder to purchase one Share at an exercise price of $8.00 per Warrant, subject to the Issuer's right to voluntarily decrease such exercise price in its sole and absolute discretion from time to time. The Warrants are expected to expire and cease to be exercisable on February 11, 2028, unless certain conditions are met for an earlier expiration date. If such Warrants, which are currently significantly underwater, were included in ownership for purposes of this Statement, the Trust would beneficially own an aggregate of 22,925,500 Shares, which represents 16.03% of the outstanding Shares, calculated pursuant to applicable SEC rules and guidance.
The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5(a).
The reported securities, consisting of 8,542,096 Shares and 6,741,576 Shares issuable upon the conversion of 180,000 shares of Series A Preferred Stock, represent an aggregate of 15,283,672 Shares, that constitutes approximately 11.29% of the outstanding Shares. Such percentage is based upon the 128,617,804 Shares stated to be outstanding by the Issuer as of February 28, 2026 as reported by the Issuer in its Annual Report on Form 10-K filed by the Issuer with the SEC on March 17, 2026, plus the 6,741,576 shares of Series A Preferred Stock on an as-converted basis. Such securities and percentage do not include 7,641,828 Warrants received by the Trust in a distribution to all shareholders by the Issuer on February 12, 2026, at a ratio of one Warrant for every two Shares held as of the record date. Each Warrant entitles the holder to purchase one Share at an exercise price of $8.00 per Warrant, subject to the Issuer's right to voluntarily decrease such exercise price in its sole and absolute discretion from time to time. The Warrants are expected to expire and cease to be exercisable on February 11, 2028, unless certain conditions are met for an earlier expiration date. If such Warrants, which are currently significantly underwater, were included in ownership for purposes of this Statement, the Trust would beneficially own an aggregate of 22,925,500 Shares, which represents 16.03% of the outstanding Shares, calculated pursuant to applicable SEC rules and guidance.
Prior to any conversion of the Series A Preferred Stock, the holder of the Series A Preferred Stock has the right to vote together with the Issuer's Shares, as a single class, on all matters submitted to the shareholders of the Issuer, but the Series A Preferred Stock will only be entitled to one vote for every ten Shares into which the Series A Preferred Stock is convertible (rounded down to the nearest whole number of votes).
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Person is, for purposes of Section 13(d) of the Act, the beneficial owner of any securities of the Issuer that it does not directly own. The Reporting Person specifically disclaims beneficial ownership of the securities reported herein that it does not directly own. |
| | Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
