UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)*
Fluent, Inc.
(Name of Issuer)
Common Stock, $0.0005 par value per share
(Title of Class
of Securities)
34380C201
(CUSIP Number)
Global Value Investment Corp.
1433 N. Water Street, Suite 400
Milwaukee, WI 53202
(262) 478-0640
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
November 29, 2024
(Date of Event Which
Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 34380C201 |
13D |
Page 2 of 12 |
|
(1) NAMES OF REPORTING PERSONS
Global Value Investment Corp. |
|
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x (b)
¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions)
WC, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares |
| (8) SHARED VOTING POWER |
| 3,047,924
shares |
| (9) SOLE DISPOSITIVE POWER |
| 0 shares |
| (10) SHARED DISPOSITIVE POWER |
| 3,047,924
shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.83%* |
|
(14) TYPE OF REPORTING PERSON
(see instructions)
IA, CO |
* Percentage calculated is based on 20,548,162 shares of Common
Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the
Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
| CUSIP
No. 34380C201 |
13D |
Page 3 of 12 |
|
(1) NAMES OF REPORTING PERSONS
Jeffrey R. Geygan |
|
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x (b)
¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions)
PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America |
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares |
| (8) SHARED VOTING POWER |
| 3,047,924
shares |
| (9) SOLE DISPOSITIVE POWER |
| 0 shares |
| (10) SHARED DISPOSITIVE POWER |
| 3,047,924
shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.83%* |
|
(14) TYPE OF REPORTING PERSON
(see instructions)
IN |
* Percentage calculated is based on 20,548,162 shares of Common
Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the
Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
| CUSIP
No. 34380C201 |
13D |
Page 4 of 12 |
|
(1) NAMES OF REPORTING PERSONS
James P. Geygan |
|
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x (b)
¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions)
PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America |
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares |
| (8) SHARED VOTING POWER |
| 3,047,924
shares |
| (9) SOLE DISPOSITIVE POWER |
| 0 shares |
| (10) SHARED DISPOSITIVE POWER |
| 3,047,924
shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.83%* |
|
(14) TYPE OF REPORTING PERSON
(see instructions)
IN |
* Percentage calculated is based on 20,548,162 shares of Common
Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the
Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
| CUSIP
No. 34380C201 |
13D |
Page 5 of 12 |
|
(1) NAMES OF REPORTING PERSONS
Stacy A. Wilke |
|
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x (b)
¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions)
PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America |
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares |
| (8) SHARED VOTING POWER |
| 3,047,924
shares |
| (9) SOLE DISPOSITIVE POWER |
| 0 shares |
| (10) SHARED DISPOSITIVE POWER |
| 3,047,924
shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.83%* |
|
(14) TYPE OF REPORTING PERSON
(see instructions)
IN |
* Percentage calculated is based on 20,548,162 shares of Common
Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the
Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
| CUSIP
No. 34380C201 |
13D |
Page 6 of 12 |
|
(1) NAMES OF REPORTING PERSONS
Kathleen M. Geygan |
|
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x (b)
¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions)
PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America |
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares |
| (8) SHARED VOTING POWER |
| 3,047,924
shares |
| (9) SOLE DISPOSITIVE POWER |
| 0 shares |
| (10) SHARED DISPOSITIVE POWER |
| 3,047,924
shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.83%* |
|
(14) TYPE OF REPORTING PERSON
(see instructions)
IN |
* Percentage calculated is based on 20,548,162 shares of Common
Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the
Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
| CUSIP
No. 34380C201 |
13D |
Page 7 of 12 |
|
(1) NAMES OF REPORTING PERSONS
Shawn G. Rice |
|
(2) CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x (b)
¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions)
PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America |
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares |
| (8) SHARED VOTING POWER |
| 3,047,924
shares |
| (9) SOLE DISPOSITIVE POWER |
| 0 shares |
| (10) SHARED DISPOSITIVE POWER |
| 3,047,924
shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.83%* |
|
(14) TYPE OF REPORTING PERSON
(see instructions)
IN |
* Percentage calculated is based on 20,548,162 shares of Common
Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the
Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
This
Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed
on November 16, 2023, as amended on December 28, 2023, and June 7, 2024 (as amended, the
“Schedule 13D”), by the Reporting Persons relating to the Common Stock of the
Issuer. Information reported in the Schedule 13D remains in effect except to the extent that
it is amended, restated, or superseded by information contained in this Amendment. Capitalized
terms used but not defined in this Amendment have the respective meanings set forth in the
Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 is amended and restated as follows:
| (a) | Name
This Statement is filed by: |
| (i) | Global Value Investment Corporation, a Delaware corporation (“GVIC”); |
| (ii) | Jeffrey R. Geygan, who serves as a director of GVIC, and is
the controlling person of GVIC; |
| (iii) | James P. Geygan, who serves as the interim chief executive
officer and a director of GVIC; |
| (iv) | Stacy A. Wilke, who serves as the chief financial officer of GVIC; |
| (v) | Kathleen M. Geygan, who serves as a director of GVIC; and |
| (vi) | Shawn G. Rice, who serves as a director of GVIC. |
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
GVIC serves as investment adviser to managed accounts (collectively,
the “Accounts”), and may be deemed to have beneficial ownership over the Common Stock held for the Accounts.
GVIC
owns 9,385 shares of Common Stock in its corporate capacity. Mr. Jeffrey Geygan, Mr. James
Geygan, Ms. Wilke, Ms. Geygan, and Mr. Rice each own shares of Common Stock in their individual
capacities. These shares may be deemed to be indirectly beneficial owned by GVIC. Mr. Jeffrey
Geygan owns 54,584 shares in his individual capacity. Mr. James Geygan owns 8,599 shares
in his individual capacity. Ms. Wilke owns 3,869 shares in her individual capacity. Ms. Geygan
owns 9,875 shares in her individual capacity. Mr. Rice owns 13,459 shares in his individual
capacity.
Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Geygan, and
Mr. Rice are the directors of GVIC. Mr. James Geygan and Ms. Wilke are the executive officers of GVIC. As a result of his ownership interest
in GVIC, Mr. Jeffrey Geygan is the controlling person of GVIC. As each of the Reporting Persons, directly or indirectly, share the power
to vote, or direct the voting of, the Common Stock held for the Accounts, and the power to dispose, or to direct the disposition of,
the Common Stock held for the Accounts, each may be deemed to have beneficial ownership over the Common Stock held for the Accounts.
| (b) | Residence or Business Address
The address of the principal business and principal office of each of the Reporting Persons is 1433 N. Water Street, Suite 400, Milwaukee,
WI 53202. |
| (c) | Present Principal Occupation or Employment and the Name, Principal
Business and Address of any Corporation or Other Organization in Which Such Employment Is
Conducted
The principal business of GVIC is acting as an investment manager.
The principal occupation of Jeffrey R. Geygan is acting as a director of GVIC.
The principal occupation of James P. Geygan is acting as the interim chief executive officer
of GVIC.
The principal occupation of Stacy A. Wilke is acting as the chief financial officer of GVIC.
The principal occupation of Kathleen M. Geygan is acting as a director of GVIC. |
The principal occupation of Shawn G. Rice is acting as an
attorney.
| (d) | Criminal Convictions
During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). |
| (e) | Civil Proceedings
During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws. |
| (f) | Citizenship
Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke, Ms. Geygan, and Mr. Rice are citizens of the United States of America. GVIC is a Delaware
corporation. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and restated as follows:
All
of the shares of Common Stock to which this Statement relates were purchased on behalf of
the Reporting Persons using the investment capital of the Reporting Persons. Such shares
of Common Stock are or may be held from time to time in margin accounts established with
their respective brokers or banks, and a portion of the purchase price for the Common Stock
may have been obtained through margin borrowing. Common Stock positions held in margin accounts
may be pledged as collateral security for the repayment of debit balances in the margin accounts.
The aggregate purchase price of the 3,047,924 shares of Common Stock acquired was approximately
$11,447,458.62 (excluding commissions).
| Item 4. | Purpose of Transaction. |
Item 4 is amended and restated as follows:
The Reporting Persons purchased the shares of Common
Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.
In
pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote,
trade, dispose, or otherwise deal in the Common Stock at times, and in such manner, as they
deem advisable to benefit from, among other things, (1) changes in the market prices of the
shares of Common Stock; (2) changes in the Issuer’s operations, business strategy,
or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives,
the Reporting Persons will closely monitor the Issuer’s operations, prospects, business
development, management, competitive and strategic matters, capital structure, and prevailing
market conditions, as well as other economic, securities markets, and investment considerations.
Consistent with their investment research methods and evaluation criteria, the Reporting
Persons have in the past discussed, and may in the future discuss, such matters with the
management or Board of Directors of the Issuer (the “Board”), other stockholders,
industry analysts, existing or potential strategic partners or competitors, investment and
financing professionals, sources of credit, and other investors. Such evaluations and discussions
may materially affect, and result in, among other things, the Reporting Persons (1) modifying
their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant
to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s
operations, governance, or capitalization; or (4) pursuing one or more of the other actions
described in subsections (a) through (j) of Item 4 of Schedule 13D.
In addition to the information disclosed in this Statement,
the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment
in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire
additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in
the open market, through privately negotiated transactions, or otherwise.
The Reporting Persons have expressed an interest to the issuer in obtaining
board representation. The Reporting Persons and the Issuer have discussed, and may continue to discuss, plans or potential arrangements
with respect to the foregoing. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and restated as follows:
(a) and (b) The responses of the
Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4:00
p.m., Eastern time, on December 2, 2024, the Reporting Persons beneficially owned 3,047,924 shares of Common Stock, representing approximately
14.83% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is
based on 20,548,162 shares of Common Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of
December 2, 2024, as reported in the Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024,
of the Issuer.
| (c) | Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days
prior to the date of this Statement. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is true, complete, and correct.
| Dated: December
3, 2024 |
| |
GLOBAL VALUE INVESTMENT CORP. |
| |
|
|
| |
|
|
| |
By: |
/s/
James P. Geygan |
| |
|
Name: James P. Geygan |
| |
|
Title: Interim Chief Executive
Officer |
| |
|
|
| |
|
|
| |
/s/ Jeffrey R. Geygan |
| |
Jeffrey R. Geygan |
| |
|
|
| |
|
|
| |
/s/ James P. Geygan |
| |
James P. Geygan |
| |
|
|
| |
|
|
| |
/s/ Stacy A. Wilke |
| |
Stacy A. Wilke |
| |
|
|
| |
|
|
| |
/s/ Kathleen M. Geygan |
| |
Kathleen M. Geygan |
| |
|
|
| |
|
|
| |
/s/ Shawn G. Rice |
| |
Shawn G. Rice |
Schedule A
Transactions by the Reporting Persons in the
Past 60 Days
The
following table sets forth all unreported transactions with respect to the Common Stock effected
in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions
effected through 4:00 p.m., Eastern time, on December 2, 2024. Unless otherwise indicated,
all such transactions were effected in the open market.
Person
Effecting
the Transaction |
|
Transaction
Date |
|
Nature
of Transaction |
|
Securities
Transacted |
|
Price
per
Share |
| Clients of GVIC |
|
10/10/2024 |
|
Purchase of Common Stock |
|
441 |
|
$2.8655(1) |
| Clients of GVIC |
|
10/16/2024 |
|
Purchase of Common Stock |
|
5,419 |
|
$3.2332(1) |
| Clients of GVIC |
|
10/23/2024 |
|
Purchase of Common Stock |
|
4,701 |
|
$3.2077(1) |
| Clients of GVIC |
|
10/24/2024 |
|
Purchase of Common Stock |
|
3,116 |
|
$3.2249(1) |
| Clients of GVIC |
|
10/24/2024 |
|
Sale of Common Stock |
|
834 |
|
$3.1797(2) |
| Clients of GVIC |
|
10/28/2024 |
|
Sale of Common Stock |
|
3517 |
|
$3.0374(2) |
| Clients of GVIC |
|
10/31/2024 |
|
Sale of Common Stock |
|
876 |
|
$2.9497(2) |
| Clients of GVIC |
|
11/07/2024 |
|
Sale of Common Stock |
|
10 |
|
$3.0500(2) |
| Clients of GVIC |
|
11/12/2024 |
|
Sale of Common Stock |
|
1,488 |
|
$3.0498(2) |
| Clients of GVIC |
|
11/18/2024 |
|
Sale of Common Stock |
|
120 |
|
$3.0998(2) |
| Clients of GVIC |
|
11/29/2024 |
|
Purchase of Common Stock |
|
1,888,291 |
|
$2.3152(3) |
| GVIC |
|
11/29/2024 |
|
Purchase of Common Stock |
|
5,738 |
|
$2.3152(3) |
| Mr. Jeffrey Geygan |
|
11/29/2024 |
|
Purchase of Common Stock |
|
33,886 |
|
$2.3152(3) |
| Mr. James Geygan |
|
11/29/2024 |
|
Purchase of Common Stock |
|
2,570 |
|
$2.3152(3) |
| Ms. Wilke |
|
11/29/2024 |
|
Purchase of Common Stock |
|
1,570 |
|
$2.3152(3) |
| Ms. Geygan |
|
11/29/2024 |
|
Purchase of Common Stock |
|
3,306 |
|
$2.3152(3) |
| Mr. Rice |
|
11/29/2024 |
|
Purchase of Common Stock |
|
8,315 |
|
$2.3152(3) |
______________________
(1) This purchase price represents the weighted average
purchase price of the shares purchased. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security
holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price
within the range set forth in this Statement.
(2) This sale price represents the weighted average sale
price of the shares sold. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the
Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the
range set forth in this Statement.
(3) On November 29, 2024, GVIC entered into a securities
purchase agreement with the Issuer pursuant to which the Issuer agreed to sell to GVIC 1,943,676 shares of Common Stock at a price of
$2.3152 per share. The shares of Common Stock were offered by the Issuer pursuant to its shelf registration statement on Form S-3 (File
No. 333-281805), which was declared effective by the Securities and Exchange Commission on September 9, 2024.
Page 12 of 12
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