(Amendment No. 9)1
ANDREW FREEDMAN, ESQ.
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).
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1 |
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NAME OF REPORTING PERSON |
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PERCY ROCKDALE LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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MICHIGAN |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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5,048,755 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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5,048,755 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,048,755 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.4% * |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* The aggregate percentage of shares of Common Stock
reported owned herein is based upon 78,432,535 shares outstanding, as of April 30, 2022, which is the total number of shares outstanding
as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022.
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1 |
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NAME OF REPORTING PERSON |
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RIO ROYAL LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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MICHIGAN |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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24,462 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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24,462 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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24,462 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% * |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* The aggregate percentage of shares of Common Stock
reported owned herein is based upon 78,432,535 shares outstanding, as of April 30, 2022, which is the total number of shares outstanding
as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022.
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1 |
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NAME OF REPORTING PERSON |
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MG CAPITAL MANAGEMENT LTD. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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24,462 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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24,462 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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24,462 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% * |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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* The aggregate percentage of shares of Common Stock
reported owned herein is based upon 78,432,535 shares outstanding, as of April 30, 2022, which is the total number of shares outstanding
as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022.
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1 |
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NAME OF REPORTING PERSON |
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MICHAEL GORZYNSKI |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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56,303 * |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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8,713,113 ** |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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56,303 * |
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10 |
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SHARED DISPOSITIVE POWER |
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8,713,113 ** |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,769,386 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.7% *** |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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* Includes 22,556 shares of Common
Stock granted to Mr. Gorzynski personally as a director of the Issuer, which are currently vested or vest within the next 60 days.
** Including (i) 6,125 shares of Series A-3 Convertible
Preferred Stock (the “Series A-3 Convertible Preferred Stock”), which are convertible into 1,764,357 shares of Common Stock
and (ii) 10,000 shares of Series A-4 Convertible Preferred Stock (the “Series A-4 Convertible Preferred Stock”), which are
convertible into 1,875,539 shares of Common Stock, as further described in Item 5.
*** The aggregate percentage of shares of Common Stock
for the Continental Reporting Persons and Mr. Gorzynski reported herein is based upon 82,072,431 shares of Common Stock, which reflects
the sum of (i) 78,432,535 shares of Common Stock outstanding as of April 30, 2022, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022, plus (ii) 3,639,896 shares of Common Stock issuable upon
the conversion of the Series A-3 and Series A-4 Convertible Preferred Stock beneficially owned by the Continental Reporting Persons, as
described in Item 5.
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1 |
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NAME OF REPORTING PERSON |
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CONTINENTAL GENERAL INSURANCE COMPANY |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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TEXAS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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3,639,896 * |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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3,639,896 * |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,639,896 * |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.4% ** |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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* Consisting of (i) 6,125 shares of Series A-3 Convertible Preferred Stock,
which are convertible into 1,764,357 shares of Common Stock and (ii) 10,000 shares of Series A-4 Convertible Preferred Stock, which are
convertible into 1,875,539 shares of Common Stock, as further described in Item 5.
** The aggregate percentage of shares of Common Stock
for the Continental Reporting Persons and Mr. Gorzynski reported herein is based upon 82,072,431 shares of Common Stock, which reflects
the sum of (i) 78,432,535 shares of Common Stock outstanding as of April 30, 2022, as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022, plus (ii) 3,639,896 shares of Common Stock issuable upon
the conversion of the Series A-3 and Series A-4 Convertible Preferred Stock beneficially owned by the Continental Reporting Persons, as
described in Item 5.
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1 |
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NAME OF REPORTING PERSON |
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CONTINENTAL LTC, INC. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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3,639,896 * |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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3,639,896 * |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,639,896 * |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.4% ** |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
|
* Consisting of (i) 6,125 shares of Series A-3 Convertible Preferred Stock,
which are convertible into 1,764,357 shares of Common Stock and (ii) 10,000 shares of Series A-4 Convertible Preferred Stock, which are
convertible into 1,875,539 shares of Common Stock, as further described in Item 5.
** The aggregate percentage of shares of Common Stock for the Continental
Reporting Persons and Mr. Gorzynski reported herein is based upon 82,072,431 shares of Common Stock, which reflects the sum of (i)
78,432,535 shares of Common Stock outstanding as of April 30, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on May 4, 2022, plus (ii) 3,639,896 shares of Common Stock issuable upon the conversion of
the Series A-3 and Series A-4 Convertible Preferred Stock beneficially owned by the Continental Reporting Persons, as described in Item 5.
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1 |
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NAME OF REPORTING PERSON |
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|
CONTINENTAL INSURANCE GROUP, LTD. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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|
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REPORTING |
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|
3,639,896 * |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
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- 0 - |
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|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
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|
|
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3,639,896 * |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,639,896 * |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.4% ** |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
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|
CO |
|
* Consisting of (i) 6,125 shares of Series A-3 Convertible Preferred Stock,
which are convertible into 1,764,357 shares of Common Stock and (ii) 10,000 shares of Series A-4 Convertible Preferred Stock, which are
convertible into 1,875,539 shares of Common Stock, as further described in Item 5.
** The aggregate percentage of shares of Common Stock for the Continental
Reporting Persons and Mr. Gorzynski reported herein is based upon 82,072,431 shares of Common Stock, which reflects the sum of (i)
78,432,535 shares of Common Stock outstanding as of April 30, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on May 4, 2022, plus (ii) 3,639,896 shares of Common Stock issuable upon the conversion of
the Series A-3 and Series A-4 Convertible Preferred Stock beneficially owned by the Continental Reporting Persons, as described in Item 5.
|
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1 |
|
NAME OF REPORTING PERSON |
|
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|
CONTINENTAL GENERAL HOLDINGS LLC |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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|
(b) ☐ |
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3 |
|
SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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AF |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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MICHIGAN |
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NUMBER OF |
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7 |
|
SOLE VOTING POWER |
|
SHARES |
|
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|
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BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
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|
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|
REPORTING |
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|
|
|
3,639,896 * |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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- 0 - |
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|
10 |
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SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
3,639,896 * |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
3,639,896 * |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
4.4% ** |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
* Consisting of (i) 6,125 shares of Series A-3 Convertible Preferred Stock,
which are convertible into 1,764,357 shares of Common Stock and (ii) 10,000 shares of Series A-4 Convertible Preferred Stock, which are
convertible into 1,875,539 shares of Common Stock, as further described in Item 5.
** The aggregate percentage of shares of Common Stock for the Continental
Reporting Persons and Mr. Gorzynski reported herein is based upon 82,072,431 shares of Common Stock, which reflects the sum of (i)
78,432,535 shares of Common Stock outstanding as of April 30, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on May 4, 2022, plus (ii) 3,639,896 shares of Common Stock issuable upon the conversion of
the Series A-3 and Series A-4 Convertible Preferred Stock beneficially owned by the Continental Reporting Persons, as described in Item 5.
The following constitutes Amendment
No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically
set forth herein.
| Item 1. | Security and Issuer. |
Item 1 is hereby amended and restated
in its entirety as follows:
Effective September 20, 2021, HC2 Holdings,
Inc. changed its name to Innovate Corp. This statement on Schedule 13D relates to the shares of common stock, par value $0.001 per share
(the “Common Stock”), of Innovate Corp., a Delaware corporation (the “Issuer”) whose principal executive office
is located at 295 Madison Avenue, 12th Floor, New York, NY 10017.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On June 12, 2022, Mr. Gorzynski
notified the Issuer’s Board of Directors (the “Board”) that he will not stand for re-election to the Board at the Company’s
2022 annual meeting of stockholders (the “2022 Annual Meeting”). Mr. Gorzynski also irrevocably tendered his resignation
as a director of the Board and any of the Issuer’s subsidiaries, to be effective as of 12:01 a.m., Eastern Time on June 17,
2022.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 14, 2022
|
Percy Rockdale LLC |
|
|
|
By: |
/s/ Michael Gorzynski |
|
|
Name: |
Michael Gorzynski |
|
|
Title: |
Sole Manager |
|
Rio Royal LLC |
|
|
|
By: |
/s/ Michael Gorzynski |
|
|
Name: |
Michael Gorzynski |
|
|
Title: |
Sole Manager |
|
MG Capital Management Ltd. |
|
|
|
By: |
/s/ Michael Gorzynski |
|
|
Name: |
Michael Gorzynski |
|
|
Title: |
Sole Director |
|
/s/ Michael Gorzynski |
|
Michael Gorzynski |
|
Continental General Insurance Company |
|
|
|
By: |
/s/ Michael Gorzynski |
|
|
Name: |
Michael Gorzynski |
|
|
Title: |
Executive Chair |
|
Continental LTC, Inc. |
|
|
|
By: |
/s/ Michael Gorzynski |
|
|
Name: |
Michael Gorzynski |
|
|
Title: |
President |
|
Continental Insurance Group, Ltd. |
|
|
|
By: |
/s/ Michael Gorzynski |
|
|
Name: |
Michael Gorzynski |
|
|
Title: |
President |
|
Continental General Holdings LLC |
|
|
|
By: |
/s/ Michael Gorzynski |
|
|
Name: |
Michael Gorzynski |
|
|
Title: |
Executive Chair |