Explanatory Note
This Amendment No. 10 (the Amendment) amends the statement on Schedule 13D originally filed by the Reporting Persons
on May 27, 2021, as amended by Amendment No. 1 filed by the Reporting Persons on June 10, 2021, as further amended by Amendment No. 2 filed by the Reporting Persons on June 21, 2021 as further amended by Amendment No. 3
filed by the Reporting Persons on June 23, 2023, as further amended by Amendment No. 4 filed by the Reporting Persons on June 28, 2023, as further amended by Amendment No. 5 filed by the Reporting Persons on September 8,
2023, as further amended by Amendment No. 6 filed by the Reporting Persons on December 6, 2023, as further amended by Amendment No. 7 filed by the Reporting Persons on December 13, 2023, as further amended by Amendment No. 8
filed by the Reporting Persons on March 21, 2024, and as further amended by Amendment No. 9 filed by the Reporting Persons on September 23, 2024 (as amended, the Schedule 13D). Capitalized terms used but not
otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 4. |
PURPOSE OF TRANSACTION |
Item 4 is hereby supplemented as follows:
On
November 21, 2024, Silver Point Capital Fund, L.P., Silver Point Capital Offshore Master Fund, L.P. by SPCP Offshore IV, Inc. as its designated affiliate, Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities
Offshore Master Fund, L.P., Silver Point Distressed Opportunity Institutional Partners, L.P., and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P. sold an aggregate of 322,876 shares of Common Stock at a price
per share of $175.60.
On November 21, 2024, the Issuer agreed to purchase from Silver Point Capital, L.P. an aggregate of 150,000
shares of Common Stock at a price of $175.60 per share.
The Reporting Persons do not have any current plan or proposal that relates to or
would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D, however the Reporting Persons intend to review their investment in the Issuer on a continuing basis based upon various factors,
including without limitation, the Issuers financial position and strategic direction, overall market conditions, and other investment opportunities available to them.
Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Item 5 is hereby supplemented as follows:
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(a) |
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D
are incorporated herein by reference. The Reporting Persons currently beneficially own 5,460,901 shares, consisting of (a) 3,764,972 shares plus (b) 1,695,929 shares issuable upon the exercise of 23,743 shares of Preferred Stock.
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As reported in the Companys Form 10-Q filed with the SEC on
November 6, 2024, as of October 28, 2024, there were 17,727,799 shares of Common Stock, and as of September 30, 2024, there were 43,745 shares of Preferred Stock issued and outstanding (which shares of Preferred Stock vote together on
an as-converted basis with the Common Stock as a single class). Percent ownership calculations in this Schedule 13D are calculated by using (a) 17,727,799 shares of the Issuers Common Stock outstanding
plus (b) 1,695,929 shares of Common Stock issuable upon the conversion of the 23,743 shares of Preferred Stock beneficially owned by the Reporting Persons. Assuming conversion of all outstanding shares of the Issuers Preferred Stock, the
Reporting Persons beneficially own approximately 26.2% of the outstanding voting securities of the Issuer (including in the denominator all 3,100,000 shares of common stock issuable upon the conversion of the Preferred Stock outstanding).
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(b) |
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D
are incorporated herein by reference. |
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(c) |
The disclosure in Item 4 herein is incorporated by reference. |