05/21/2026 | Press release | Distributed by Public on 05/21/2026 19:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant to Purchase Common Stock | $1.25 | 05/19/2026 | J(2) | 1,010,028 | 11/20/2026 | 05/19/2033 | Common Stock | 1,010,028 | (2) | 1,010,028 | I | See footnote(1) | |||
| Warrant to Purchase Common Stock | $1.5 | 05/19/2026 | J(2) | 1,414,040 | 11/20/2026 | 05/19/2033 | Common Stock | 1,414,040 | (2) | 1,414,040 | I | See footnote(1) | |||
| Warrant to Purchase Common Stock | $0.01 | 05/19/2026 | J(2) | 808,023 | 11/20/2026 | 05/19/2033 | Common Stock | 808,023 | (2) | 808,023 | I | See footnote(1) | |||
| Warrant to Purchase Common Stock | $1.25 | 05/19/2026 | J(2) | 75,630 | 11/20/2026 | 05/19/2033 | Common Stock | 75,630 | (2) | 75,630 | I | See footnote(1) | |||
| Warrant to Purchase Common Stock | $1.5 | 05/19/2026 | J(2) | 105,882 | 11/20/2026 | 05/19/2033 | Common Stock | 105,882 | (2) | 105,882 | I | See footnote(1) | |||
| Warrant to Purchase Common Stock | $0.01 | 05/19/2026 | J(2) | 60,504 | 11/20/2026 | 05/19/2033 | Common Stock | 60,504 | (2) | 60,504 | I | See footnote(1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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TCW GROUP INC 515 S. FLOWER STREET LOS ANGELES, CA 90071 |
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| /s/ The TCW Group, Inc. on behalf of the TCW Business Unit, by Andrew Bowden, as Executive Vice President | 05/21/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | The TCW Group, Inc. ("TCW") is filing this Form 4 on behalf of itself and its direct and indirect subsidiaries, which collectively constituted TCW business unit (the "TCW Business Unit") TCW Rescue Financing Fund II LP and West Virginia Direct Lending LLC (the "Holders"), which both are a part of the TCW Business Unit, are the respective record holders of the warrants reported herein. As such, TCW may be deemed to have or share beneficial ownership of the shares issuable upon exercise held directly by the Holders. TCW disclaims any beneficial ownership of securities held by the Holders other than to the extent of any pecuniary interest it may have therein, directly or indirectly. |
| (2) | The warrants reported on this Form 4 were issued to the Holders by the Issuer on May 19, 2026 as consideration for the making of a Delayed Draw Term Loan under the Financing Agreement, dated as of June 6, 2025 (as amended, amended and restated, supplemented, revised, or otherwise modified from time to time, the "Financing Agreement"), by and among the Issuer, the guarantors party thereto, TCW Asset Management Company LLC, as administrative agent and collateral agent, and the other parties signatory thereto. No separate consideration was paid for the warrants. After the issuance of the warrants reported on this Form 4, TCW owns warrants to purchase 18,942,059 shares of Common Stock of the Issuer. |