10/20/2025 | Press release | Distributed by Public on 10/20/2025 19:37
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series D Non-Voting Convertible Preferred Stock | 10/16/2025 | (2) | Common Stock | 1,164,117(1) | $0(2) | I | By R01 Entities(3) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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R01 Fund LP 1111 LINCOLN ROAD, SUITE 500 MIAMI BEACH, FL 33139 |
X | |||
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R01 Capital LLC C/O R01 CAPITAL LLC 1111 LINCOLN AVENUE, SUITE 500 MIAMI BEACH, FL 33139 |
X | |||
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R01 Capital Manager LLC C/O R01 CAPITAL LLC 1111 LINCOLN AVENUE, SUITE 500 MIAMI BEACH, FL 33139 |
X | |||
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Kazley Michael John 1111 LINCOLN ROAD, SUITE 500 MIAMI BEACH, FL 33139 |
X | X | Chief Executive Officer | |
| /s/ Michael Kazley | 10/20/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Kazley | 10/20/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Kazley | 10/20/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael Kazley | 10/20/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On October 9, 2025, R01 Fund LP ("R01 LP"), David Lazar (the "Seller") and certain other investors entered into a securities purchase agreement pursuant to which R01 LP purchased all of Seller's rights, title and interest in (i) 220,663 shares of the Issuer's Series D Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"), which is convertible into a maximum of 1,164,117 shares of the Issuer's Common Stock and (ii) the rights and obligation to purchase 134,375 shares of the Issuer's Series E Non-Voting Convertible Preferred Stock, par value $0.01 per share (the "Series E Preferred Stock"). |
| (2) | Following stockholder approval of proposals 5 and 9 set forth in the Issuer's Definitive Proxy Statement on Schedule 14A, filed by the Issuer with the Securities and Exchange Commission on September 23, 2025, at the Issuer's annual meeting on October 16, 2025 (the "Meeting"), (i) each share of Series D Preferred Stock will automatically convert into 160 shares of common stock at the option of the holder or within three business days of the Meeting, and (ii) the Issuer will issue the Series E Preferred Stock, each share of which will automatically convert into 160 shares of common stock at the option of the holder or within thirty business days of the Meeting. |
| (3) | The reported securities may also be deemed to be beneficially owned by R01 Capital LLC ("R01 Capital"), R01 Capital Manager LLC ("R01 Capital Manager") and Michael Kazley ("Mr. Kazley" and together with R01 Capital, R01 Capital Manager and R01 LP, the "R01 Entities"), each of which or whom disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. R01 Capital is the general partner of R01 LP. R01 Capital Manager is the investment manager for R01 Capital. Michael Kazley is the managing member of R01 Capital Manager. |
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Remarks: R01 LP, R01 Capital, R01 Capital Manager and Mr. Kazley are jointly filing this Form 3 pursuant to the Joint Filing Agreement, dated October 20, 2025, filed with the Securities and Exchange Commission herewith (the "Joint Filing Agreement"). Exhibit List: Exhibit 99.1 - Joint Filing Agreement. |
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