Each of the Reporting Persons acquired the Preferred Stock and Warrants for investment
purposes and in connection with the transactions described above. Pursuant to the terms of the Investment Agreement, on May 1, 2024, effective upon the closing of the Acquisition, Scott Ross and James Chambers were appointed as Class III
and Class I directors, respectively, to the Issuers Board of Directors (the Board). The Reporting Persons and their representatives have had and expect to continue to have meetings, written communications and discussions with
the members of management and the Board regarding a variety of matters relating to the Issuer, including, among other things, the Issuers business, operating performance, capital structure, capital allocation, corporate governance, Board
composition and other strategic matters, and may pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.
The Reporting Persons and their representatives have had and expect to continue to have discussions and other communications with current or
prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties regarding the matters set forth in the preceding paragraph.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without
limitation, the contractual restrictions in the Investment Agreement and the terms of the Preferred Stock and Warrants, the outcome of any discussions referenced above, the Issuers financial position, results and strategic direction, actions
taken by the Issuers management and the Board, price levels of the shares of the Issuers Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and
industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, exchanging information with the Issuer pursuant to
appropriate confidentiality or similar agreements; suggesting changes in the Issuers business, operations, capital structure, capital allocation, corporate governance, Board composition and other strategic matters; acquiring additional
shares of the Issuers Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, Securities) or disposing of some or all of the Securities beneficially owned by them, in public
market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the Reporting Persons economic exposure with respect to their investment in the Issuer and/or otherwise changing
their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 5. |
Interest in Securities of the Issuer. |
The percentage of Shares reported owned by each person named herein is based upon a denominator of 34,095,078, which is the sum of: (i)
31,308,496 Shares outstanding as of March 22, 2024, as reported in the Issuers Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2024, and (ii) the 2,786,582 Shares
underlying the Warrants held by HPC III Kaizen.
|
(a) |
As of the close of business on the date hereof, HPC III Kaizen beneficially owned 2,786,582 Shares (consisting
of the Shares underlying the Warrants held by HPC III Kaizen). |
Percentage: Approximately 8.2%
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