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. ¨
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.: 75776W 103
(1) |
Names of reporting persons
AE Red Holdings, LLC
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 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
|
(8) |
|
Shared voting power
38,630,339 (1)
|
(9) |
|
Sole dispositive power |
(10) |
|
Shared dispositive power
38,630,339 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
38,630,339 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
50.2% (2) |
(14) |
Type of reporting person (see instructions)
OO |
|
|
|
|
|
|
1. |
Represents
(i) 36,597,444 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon the exercise of 2,000,000 warrants to
acquire one share of Common Stock (“Warrants”) and (iii) 32,895 shares of Common Stock issuable in respect of restricted
stock units vesting on May 26, 2023. |
|
2. |
Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2023, as reported on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus (i) 2,000,000 shares of Common Stock underlying 2,000,000 Warrants, (ii) 10,579,833 shares of Common Stock issuable upon the conversion of the 32,268.49 shares of Series A Convertible Preferred Stock and (iii) 32,895 shares of Common Stock issuable in respect of restricted stock units. |
CUSIP No.: 75776W 103
(1) |
Names of reporting persons
AE Industrial Partners Fund II GP, LP
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 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
|
(8) |
|
Shared voting power
45,683,562 (1)
|
(9) |
|
Sole dispositive power |
(10) |
|
Shared dispositive power
45,683,562 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
45,683,562 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
59.4% (2) |
(14) |
Type of reporting person (see instructions)
PN |
|
|
|
|
|
| 1. | Represents (i) 36,597,444 shares of Common Stock, (ii) 2,000,000 shares of Common
Stock issuable upon the exercise of Warrants, (iii) 7,053,223 shares of Common Stock issuable upon conversion of 21,512.33 shares of Series
A Convertible Preferred Stock and (iv) 32,895 shares of Common Stock issuable in respect of restricted stock units vesting on May 26,
2023. |
| 2. | Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and
outstanding as of May 5, 2023, as reported on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus 2,000,000 shares
of Common Stock underlying 2,000,000 Warrants, 10,579,833 shares of Common Stock issuable upon conversion of the 32,268.49 shares of Series
A Convertible Preferred Stock and 32,895 shares of Common Stock issuable in respect of restricted stock units. |
CUSIP No.: 75776W 103
(1) |
Names of reporting persons
Michael Robert Green
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 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
|
(8) |
|
Shared voting power
49,210,172 (1)
|
(9) |
|
Sole dispositive power |
(10) |
|
Shared dispositive power
49,210,172 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
49,210,172 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
64.0% (2) |
(14) |
Type of reporting person (see instructions)
IN |
|
|
|
|
|
| 1. | Represents (i) 36,597,444 shares of Common Stock, (2) 2,000,000 shares of Common Stock
issuable upon the exercise of Warrants,(iii) 10,579,833 shares of Common Stock issuable upon conversion of 32,268.49 shares of Series
A Convertible Preferred Stock and (iv) 32,895 shares of Common Stock issuable in respect of restricted stock units vesting on May 26,
2023. |
| 2. | Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and
outstanding as of May 5, 2023, as reported on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus 2,000,000 shares
of Common Stock underlying 2,000,000 Warrants,10,579,833 shares of Common Stock issuable upon conversion of the 32,268.49 shares of Series
A Convertible Preferred Stock and 32,895 shares of Common Stock issuable in respect of restricted stock units. |
CUSIP No.: 75776W 103
(1) |
Names of reporting persons
David H Rowe
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 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
|
(8) |
|
Shared voting power
49,210,172 (1)
|
(9) |
|
Sole dispositive power |
(10) |
|
Shared dispositive power
49,210,172 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
49,210,172 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
64.0% (2) |
(14) |
Type of reporting person (see instructions)
IN |
|
|
|
|
|
| 1. | Represents (i) 36,597,444 shares of Common Stock, (2) 2,000,000 shares of Common Stock
issuable upon the exercise of Warrants, (iii) 10,579,833 shares of Common Stock issuable upon conversion of 32,268.49 shares of Series
A Convertible Preferred Stock and (iv) 32,895 shares of Common Stock issuable in respect of restricted stock units vesting on May 26,
2023. |
| 2. | Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and
outstanding as of May 5, 2023, as reported on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus 2,000,000 shares
of Common Stock underlying 2,000,000 Warrants,10,579,833 shares of Common Stock issuable upon conversion of the 32,268.49 shares of Series
A Convertible Preferred Stock and 32,895 shares of Common Stock issuable in respect of restricted stock units. |
CUSIP No.: 75776W 103
(1) |
Names of reporting persons
AE Industrial Partners Fund II-B, LP
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 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
|
(8) |
|
Shared voting power
38,640,919 (1)
|
(9) |
|
Sole dispositive power |
(10) |
|
Shared dispositive power
38,640,919 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
38,640,919 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
50.3% (2) |
(14) |
Type of reporting person (see instructions)
PN |
|
|
|
|
|
| 1. | Represents (i) 36,597,444 shares of Common Stock, (ii) 2,000,000 shares of Common Stock
issuable upon the exercise of Warrants, (iii) 10,580 shares of Common Stock issuable upon conversion of 32.27 shares of Series A Convertible
Preferred Stock and (iv) 32,895 shares of Common Stock issuable in respect of restricted stock units vesting on May 26, 2023. |
| 2. | Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and
outstanding as of May 5, 2023, as reported on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus 2,000,000 shares
of Common Stock underlying 2,000,000 Warrants,10,579,833 shares of Common Stock issuable upon conversion of the 32,268.49 shares of Series
A Convertible Preferred Stock and 32,895 shares of Common Stock issuable in respect of restricted stock units. |
CUSIP No.: 75776W 103
(1) |
Names of reporting persons
AE Industrial Partners Fund II, LP
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 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
|
(8) |
|
Shared voting power
42,923,988 (1)
|
(9) |
|
Sole dispositive power |
(10) |
|
Shared dispositive power
42,923,988 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
42,923,988 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
55.8% (2) |
(14) |
Type of reporting person (see instructions)
PN |
|
|
|
|
|
| 1. | Represents (i) 36,597,444 shares of Common Stock, (ii) 2,000,000 shares of Common Stock
issuable upon the exercise of Warrants,(iii) 4,293,649 shares of Common Stock issuable upon conversion of 13,095.63 shares of Series A
Convertible Preferred Stock and (iv) 32,895 shares of Common Stock issuable in respect of restricted stock units vesting on May 26, 2023. |
| 2. | Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and
outstanding as of May 5, 2023, as reported on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus 2,000,000 shares
of Common Stock underlying 2,000,000 Warrants, 10,579,833 shares of Common Stock issuable upon conversion of the 32,268.49 shares of Series
A Convertible Preferred Stock and 32,895 shares of Common Stock issuable in respect of restricted stock units. |
CUSIP No.: 75776W 103
(1) |
Names of reporting persons
AE Industrial Partners Fund II-A, LP
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 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
|
(8) |
|
Shared voting power
41,379,332 (1)
|
(9) |
|
Sole dispositive power |
(10) |
|
Shared dispositive power
41,379,332 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
41,379,332 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
53.8% (2) |
(14) |
Type of reporting person (see instructions)
PN |
|
|
|
|
|
| 1. | Represents (i) 36,597,444 shares of Common Stock, (ii) 2,000,000 shares of Common Stock
issuable upon the exercise of Warrants, (iii) 2,748,993 shares of Common Stock issuable upon conversion of 8,384.43 shares of Series A
Convertible Preferred Stock and (iv) 32,895 shares of Common Stock issuable in respect of restricted stock units vesting on May 26, 2023. |
| 2. | Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and
outstanding as of May 5, 2023, as reported on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus 2,000,000 shares
of Common Stock underlying 2,000,000 Warrants, 10,579,833 shares of Common Stock issuable upon conversion of the 32,268.49 shares of Series
A Convertible Preferred Stock and 32,895 shares of Common Stock issuable in respect of restricted stock units. |
CUSIP No.: 75776W 103
(1) |
Names of reporting persons
AE Industrial Partners Structured Solutions I, L.P.
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant
to Items 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
|
(8) |
|
Shared voting power
3,526,610 (1)
|
(9) |
|
Sole
dispositive power |
(10) |
|
Shared dispositive power
3,526,610 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
3,526,610 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
4.6% (2) |
(14) |
Type of reporting person (see instructions)
PN |
|
|
|
|
|
| 1. | Represents 3,526,610 shares of Common Stock issuable upon conversion of 10,756.16
shares of Series A Convertible Preferred Stock. |
| 2. | Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2023, as reported
on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus 2,000,000 shares of Common Stock underlying 2,000,000
Warrants, 10,579,833 shares of Common Stock issuable upon conversion of the 32,268.49 shares of Series A Convertible Preferred Stock
and 32,895 shares of Common Stock issuable in respect of restricted stock units. |
CUSIP No.: 75776W 103
(1) |
Names of reporting persons
AE Industrial Partners Structured Solutions I GP, L.P.
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 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
|
(8) |
|
Shared voting power
3,526,610 (1)
|
(9) |
|
Sole dispositive power |
(10) |
|
Shared dispositive power
3,526,610 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
3,526,610 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
4.6% (2) |
(14) |
Type of reporting person (see instructions)
PN |
|
|
|
|
|
| 1. | Represents 3,526,610 shares of Common Stock issuable upon conversion of 10,756.16
shares of Series A Convertible Preferred Stock. |
| 2. | Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and outstanding as of May 5, 2023, as reported
on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus 2,000,000 shares of Common Stock underlying 2,000,000
Warrants, 10,579,833 shares of Common Stock issuable upon conversion of the 32,268.49 shares of Series A Convertible Preferred Stock
and 32,895 shares of Common Stock issuable in respect of restricted stock units. |
CUSIP No.: 75776W 103
(1) |
Names of reporting persons
Aeroequity GP, LLC
|
(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)
OO
|
(5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 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
|
(8) |
|
Shared voting power
49,210,172 (1)
|
(9) |
|
Sole dispositive power |
(10) |
|
Shared dispositive power
49,210,172 (1)
|
(11) |
Aggregate amount beneficially owned by each reporting person
49,210,172 (1) |
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨ |
(13) |
Percent of class represented by amount in Row (11)
64.0% (2) |
(14) |
Type of reporting person (see instructions)
OO |
|
|
|
|
|
| 1. | Represents (i) 36,597,444 shares of Common Stock, (2) 2,000,000 shares of Common Stock
issuable upon the exercise of Warrants, (iii) 10,579,833 shares of Common Stock issuable upon conversion of 32,268.49 shares of Series
A Convertible Preferred Stock and (iv) 32,895 shares of Common Stock issuable in respect of restricted stock units vesting on May 26,
2023. |
| 2. | Calculation is based upon 64,280,631 shares of Common Stock of the Issuer issued and
outstanding as of May 5, 2023, as reported on the Issuer’s most recent Form 10-Q, filed on May 12, 2023 plus 2,000,000 shares
of Common Stock underlying 2,000,000 Warrants, 10,579,833 shares of Common Stock issuable upon conversion of the 32,268.49 shares of Series
A Convertible Preferred Stock and 32,895 shares of Common Stock issuable in respect of restricted stock units. |
Explanatory Note.
The information
set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
The Schedule 13D filed with the Commission on September 2, 2021, as amended by Amendment No. 1 filed on October 5, 2022 and Amendment
No. 2 filed on November 10, 2022 (collectively, the “Existing 13D”), is hereby amended in this Amendment No. 3 as set
forth below (the “Amendment”). Except as set forth herein, the Existing 13D is unmodified and remains in full force
and effect. Capitalized terms not defined herein have the meanings ascribed to them in the Existing 13D.
The Amendment is being filed to report changes in the beneficial ownership
of the Reporting Persons with respect to shares of the Company’s Common Stock, par value $0.0001 per share and Series A Convertible
Preferred Stock, par value $0.0001 per share (the “Series A Convertible Preferred Stock”) and reflects, among other
things, (i) a reduction in reported beneficial ownership due to sales of Common Stock made by the Reporting Persons in open market transactions,
(ii) shares of Common Stock issued to Kirk Konert in his capacity as a director of the Issuer that Mr. Konert has agreed to assign, transfer,
convey and deliver to AE Industrial Partners, LP and (iii) the issuance of dividends that were paid-in-kind (“PIK Dividend”)
on the Issuer's Series A Convertible Preferred Stock.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) of the Existing 13D are hereby amended and
restated in their entirety:
(a) The information set forth in rows 7 through 13 (and related footnotes)
of each of the cover pages of this Amendment No. 3 are incorporated herein by reference. The following information is as of the date hereof
and assumes there are 76,893,359 shares of Common Stock outstanding, based on (i) 64,280,631 shares of Common Stock outstanding as of
May 5, 2023, as reflected in the Issuer’s most recent Form 10-Q for the quarterly period ended March 31, 2023, (ii) 12,579,833 shares
of Common Stock issuable upon exercise of the Warrants or conversion of the Convertible Series A Preferred Stock beneficially owned by
the Reporting Persons and (iii) 32,895 shares of Common Stock issuable in respect of restricted stock units.
Holdings is the direct beneficial owner of 36,584,944 shares of Common
Stock and 2,000,000 warrants, each to acquire one share of Common Stock (“Warrants”) and indirect beneficial owner of 12,500
shares of Common Stock and 32,985 shares of Common Stock issuable in respect of restricted stock units, each held by AE Industrial Partners
LP, a wholly-owned indirect subsidiary of Holdings.
AE Fund II LP is the indirect beneficial owner of 36,584,944 shares
of Common Stock and the direct beneficial owner of 21,512.33 shares of Convertible Series A Preferred Stock which are convertible into
7,053,223 shares of Common Stock, based on $1,000 per share initial value and an initial conversion price of $3.05 (the “Conversion
Method”).
AE Solutions I is the direct beneficial owner of 10,756.16 shares of
Convertible Series A Preferred Stock, which is convertible into 3,526,610 shares of Common Stock, based on the Conversion Method.
Michael Greene and David H. Rowe exercise voting and dispositive power
with respect to (i) the shares of Common Stock, Warrants and shares Convertible Series A Preferred Stock directly held by each of Holdings,
AE Fund II LP and AE Solutions I and (ii) 12,500 shares of Common Stock and 32,895 shares of Common Stock issuable in respect of restricted
stock units, each directly held by AE Industrial Partners LP, an affiliate of the Reporting Persons, which together constitute an aggregate
beneficial ownership of 49,210,172 shares of Common Stock or 64.1% of the Issuer’s Common Stock.
(b) By virtue of the relationship among the Reporting Persons described
in Item 2, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of
or direct the disposition of the 49,210,172 shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Statement.
(c) On May 1, 2023, the Company issued shares of Series A Preferred
Stock to the Reporting Persons as a PIK Dividend. The Reporting Persons received 2,268.49 of these shares in the aggregate, as set forth
on Schedule A annexed hereto. Schedule B annexed hereto lists all transactions by the Reporting Persons in the Common Stock during the
past sixty (60) days. All of such transactions were effected in the open market.
Item 7. Material to be Filed as Exhibits
Item 7 of the Existing 13D is hereby amended to include the following
exhibits at the end thereof:
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s
knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: May 23, 2023
|
AE RED HOLDINGS,
LLC |
|
|
|
By: |
/s/ Kirk Konert |
|
Name: |
Kirk Konert |
|
Title: |
President and Secretary |
|
|
|
AE INDUSTRIAL PARTNERS
FUND II GP, LP |
|
|
|
By: AeroEquity GP, LLC |
|
Its: General Partner |
|
|
|
By: |
/s/ Michael Greene |
|
Name: |
Michael Greene |
|
Title: |
Managing Member |
|
|
|
AEROEQUITY GP, LLC |
|
|
|
By: |
/s/ Michael Greene |
|
Name: |
Michael Greene |
|
Title: |
Managing Member |
|
|
|
AE INDUSTRIAL PARTNERS
FUND II, LP |
|
|
|
By: AE Industrial Partners Fund
II GP, LP |
|
Its: General Partner |
|
|
|
By: AeroEquity GP, LLC |
|
Its: General Partner |
|
|
|
By: |
/s/ Michael Greene |
|
Name: |
Michael Greene |
|
Title: |
Managing Member |
|
|
|
AE INDUSTRIAL PARTNERS
FUND II-A, LP |
|
|
|
By: AE Industrial Partners Fund
II GP, LP |
|
Its: General Partner |
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|
|
By: AeroEquity GP, LLC |
|
Its: General Partner |
|
|
|
By: |
/s/ Michael Greene |
|
Name: |
Michael Greene |
|
Title: |
Managing Member |
|
AE INDUSTRIAL PARTNERS FUND II-B,
LP |
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By: AE Industrial Partners Fund II
GP, LP |
|
Its: General Partner |
|
|
|
By: AeroEquity GP, LLC |
|
Its: General Partner |
|
|
|
By: |
/s/ Michael Greene |
|
Name: |
Michael Greene |
|
Title: |
Managing Member |
|
|
|
By: |
/s/ Michael Greene |
|
Name: |
Michael Greene |
|
|
|
By: |
/s/ David H. Rowe |
|
Name: |
David H. Rowe |
|
|
|
AE INDUSTRIAL PARTNERS STRUCTURED
SOLUTIONS I, LP |
|
|
|
By: AE Industrial Partners Structured
Solutions I GP, LP |
|
Its: General Partner |
|
|
|
By: AeroEquity GP, LLC |
|
Its: General Partner |
|
|
|
By: |
/s/ Michael Greene |
|
Name: |
Michael Greene |
|
Title: |
Managing Member |
|
|
|
AE INDUSTRIAL PARTNERS STRUCTURED
SOLUTIONS I GP, LP |
|
|
|
By: AeroEquity GP, LLC |
|
Its: General Partner |
|
|
|
By: |
/s/ Michael Greene |
|
Name: |
Michael Greene |
|
Title: |
Managing Member |
SCHEDULE A
Series A Preferred Stock PIK Dividend
Reporting Person | |
Amount of Shares of Series A Preferred | |
AE INDUSTRIAL PARTNERS FUND II L.P. | |
| 920.63 | |
AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, L.P. | |
| 756.16 | |
AE INDUSTRIAL PARTNERS FUND II-A LP | |
| 589.43 | |
AE INDUSTRIAL PARTNERS FUND II-B LP | |
| 2.27 | |
SCHEDULE A
Transactions in the Shares During the Past
60 Days
Shares of Common Stock Sold | | |
Price per Share ($) 1 | | |
Date of Purchase / Sale |
| 35,887 | | |
| 3.02 | 2 | |
5/10/2023 |
| 22,393 | | |
| 2.92 | 3 | |
5/11/2023 |
| 243,162 | | |
| 2.85 | 4 | |
5/12/2023 |
| 51,256 | | |
| 2.66 | 5 | |
5/15/2023 |
| 66,537 | | |
| 2.60 | 6 | |
5/16/2023 |
| 59,719 | | |
| 2.68 | 7 | |
5/17/2023 |
| 50,436 | | |
| 2.74 | 8 | |
5/18/2023 |
| 39,353 | | |
| 2.62 | 9 | |
5/19/2023 |
| 46,313 | | |
| 2.58 | 10 | |
5/22/2023 |
1
The prices reported in this column are a weighted average prices. The Reporting Person undertakes to provide the Issuer and any security
holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares
sold at each separate price such shares were sold.
2
These shares were sold in multiple transactions at prices ranging from $2.94 to $3.11, inclusive.
3
These shares were sold in multiple transactions at prices ranging from $2.84 to $3.10, inclusive.
4
These shares were sold in multiple transactions at prices ranging from $2.66 to $3.03, inclusive.
5
These shares were sold in multiple transactions at prices ranging from $2.59 to $2.76, inclusive.
6
These shares were sold in multiple transactions at prices ranging from $2.56 to $2.66, inclusive.
7
These shares were sold in multiple transactions at prices ranging from $2.57 to $2.72, inclusive.
8 These
shares were sold in multiple transactions at prices ranging from $2.67 to $2.78, inclusive.
9 These
shares were sold in multiple transactions at prices ranging from $2.56 to $2.76, inclusive.
10
These shares were sold in multiple transactions at prices ranging from $2.50 to $2.68, inclusive.