Amended Statement of Beneficial Ownership (sc 13d/a)
December 08 2022 - 3:14PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )
Lee Enterprises, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
523768109
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY
83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
December 1, 2022
(Date of Event Which Requires Filing of This Statement)
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. ☐
Note.
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
______________________
* The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
| CUSIP No. 523768109 |
Page 2 of 8 Pages |
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1
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NAME OF REPORTING PERSON
Cannell Capital LLC
I.R.S. Identification Nos. of above persons (entities only)
94-3366999
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(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
(see instructions)
WC/OO
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5
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CHECK 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
USA
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER*
546,935
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER*
546,935
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,935
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
(see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.15%*
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14
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TYPE OF REPORTING PERSON
IA
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* Based on information set forth on the 10-Q of Lee Enterprises, Inc.,
(the “Company”, “Registrant”, or “LEE”) as filed with the Securities and Exchange Commission on
August 4, 2022, there were 5,977,315 shares of Common Stock par value $0.01
per share (the “Shares”), of the Company issued and outstanding as of
July 31, 2022.
As of December 7, 2022 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”),
the Tristan Offshore Fund Ltd. (“Tristan Offshore”) and sundry separately-managed accounts (“Cannell SMAs”) (collectively, the “Investment Vehicles”), over
which J. Carlo Cannell has investment discretion held in the aggregate 546,935 Shares.
Cannell Capital LLC acts as the general partner and investment adviser to Tristan, and the investment adviser to Tristan Offshore, and the sundry separately-managed accounts.
Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares
held by the Investment Vehicles.
| CUSIP No. 523768109 |
Page 3 of 8 Pages |
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1
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NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
J. Carlo Cannell
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(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
(see instructions)
WC/OO
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5
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CHECK 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
USA
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER*
546,935
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER*
546,935
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,935
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
(see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.15%*
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14
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TYPE OF REPORTING PERSON
IN
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* Based on information set forth on the Form 10-Q of Company as filed with the Securities and Exchange Commission on
August 4, 2022, there were 5,977,315 shares of Common Stock par value $0.01
per Share of Company issued and outstanding as of July 31, 2022.
As of December 7, 2022 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”),
the Tristan Offshore Fund Ltd. (“Tristan Offshore”) and sundry separately-managed accounts (“Cannell SMAs”) (collectively, the “Investment Vehicles”), over
which J. Carlo Cannell has investment discretion held in the aggregate 546,935 Shares.
Cannell Capital LLC acts as the general partner and investment adviser to Tristan, and the investment adviser to Tristan Offshore, and the sundry separately-managed accounts.
Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares
held by the Investment Vehicles.
| CUSIP No. 523768109 |
Page 4 of 8 Pages |
Cannell Capital LLC acts as the investment adviser to Tristan, and
Tristan Offshore and the investment advisor to sundry separately-managed accounts.
Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC.
The Reporting Person possesses the sole power to vote and to direct
the disposition of the Shares held by the Investment Vehicles.
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Item 1. Security and Issuer
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The title of the class of equity securities to which this Schedule 13D relates is
the Common Stock par value $0.01 per share of Lee Enterprises, Inc.,
a Delaware corporation.
The address of the principal executive offices of the
Company is 4600 E. 53rd Street, Davenport, IA 52807.
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Item 2. Identity and Background
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a)
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The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”).
The Reporting Person is the sole managing member of Cannell Capital LLC and investment adviser to the following entities:
Tristan Partners, L.P.
Tristan Offshore Fund, Ltd.
Separately-Managed Accounts
Set forth in the attached Annex "A" and incorporated herein by reference is a
listing of the directors, general partners, managing members and controlling
persons of the Reporting Person and the Investment Vehicles (collectively,
the “Covered Persons”), and sets forth the principal occupation,
citizenship and principal place of business of each Covered Person.
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b)
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The principal business address of the Reporting Person is:
245 Meriwether Circle
Alta, WY 83414
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c)
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The principal business of the Reporting Person is the performance of
investment management and advisory services. The principal business of the
Investment Vehicles is investment in securities.
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d)
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Neither the Reporting Person, nor to the best of its knowledge, any of the
Investment Vehicles, has, in the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
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e)
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Neither the Reporting Person, nor to the best of its knowledge, any of the Investment
Vehicles, has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
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f)
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The place of organization of the Reporting Person is as follows:
The citizenship of each Covered Person is set forth on the attached Annex A
and incorporated herein by reference.
Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming
limited liability company.
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Item 3. Source and Amount of Funds or Other Consideration
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The securities to which this statement relates were acquired by the Reporting
Person using the working capital of each Investment Vehicle as follows:
Tristan Partners, L.P.: $8,192,491
Tristan Offshore Fund, Ltd.: $3,659,898
Separately-Managed Accounts: $751,650
The Investment Vehicles have invested an aggregate amount of approximately $12,604,039 in the Shares.
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| CUSIP No. 523768109 |
Page 5 of 8 Pages |
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Item 4. Purpose of Transaction
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Cannell Capital LLC, on behalf of the Investment Vehicles, identified the Company as an
entity satisfying each of the Investment Vehicle's investment criteria. The Investment Vehicles acquired these shares
in the ordinary course of business and not with the intent
to change or influence control of the Company. The Investment Vehicles continue to hold the Shares as a long-term investment.
Mr. Cannell makes this filing to disclose recent transactions in the Shares.
CC has no present plans or proposals to engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D
general instructions with regards to the Company.
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Item 5. Interest in Securities of the Issuer
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Based on information set forth in the Company's Form 10-Q as filed with the
Securities and Exchange Commission on August 4, 2022, there were 5,977,315
Common Shares issued and outstanding as of July 31, 2022.
(a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell
Capital LLC may be deemed to beneficially own 546,935 Shares, or approximately
9.15% of the Shares deemed issued and outstanding as of the Reporting Date.
(b) Cannell Capital LLC possesses the sole power to vote and to direct
the disposition of the Shares held by the Investment Vehicles.
(c) The following table details the transactions during the sixty days on or prior
to the Reporting Date in Shares, or securities convertible into, exercisable for or
exchangeable for Shares, by Cannell Capital LLC or any other person or entity
controlled by him or any person or entity for which he possesses voting or
investment control over the securities thereof (each of which was effected in
an ordinary brokerage transaction by Cannell Capital LLC on behalf
of the Investment Vehicles) and which were not previously disclosed in a prior Amendment.
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Entity |
Date |
Quantity |
Price Per Share |
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Form Of Transaction |
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| | | Cannell SMAs | 10/4/2022 | 3,757 | 18.65 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 10/4/2022 | 1,862 | 18.65 | | Buy | |
| | | Tristan Partners, L.P. | 10/4/2022 | 4,381 | 18.65 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 10/5/2022 | 1,104 | 18.22 | | Buy | |
| | | Tristan Partners, L.P. | 10/5/2022 | 2,596 | 18.22 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 10/6/2022 | 2,105 | 18.50 | | Buy | |
| | | Tristan Partners, L.P. | 10/6/2022 | 4,952 | 18.50 | | Buy | |
| | | Tristan Partners, L.P. | 10/7/2022 | 2 | 18.50 | | Buy | |
| | | Cannell SMAs | 10/10/2022 | 3,758 | 19.05 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 10/10/2022 | 1,862 | 19.05 | | Buy | |
| | | Tristan Partners, L.P. | 10/10/2022 | 4,380 | 19.05 | | Buy | |
| | | Cannell SMAs | 10/12/2022 | 4,736 | 18.69 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 10/12/2022 | 2,345 | 18.69 | | Buy | |
| | | Tristan Partners, L.P. | 10/12/2022 | 5,519 | 18.69 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 10/13/2022 | 2,236 | 18.65 | | Buy | |
| | | Tristan Partners, L.P. | 10/13/2022 | 5,264 | 18.65 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 10/14/2022 | 131 | 18.96 | | Buy | |
| | | Tristan Partners, L.P. | 10/14/2022 | 311 | 18.96 | | Buy | |
| | | Cannell SMAs | 10/17/2022 | 3,759 | 19.13 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 10/17/2022 | 1,862 | 19.13 | | Buy | |
| | | Tristan Partners, L.P. | 10/17/2022 | 4,379 | 19.13 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 11/3/2022 | 205 | 18.49 | | Buy | |
| | | Tristan Partners, L.P. | 11/3/2022 | 475 | 18.49 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 11/4/2022 | 52 | 18.31 | | Buy | |
| | | Tristan Partners, L.P. | 11/4/2022 | 119 | 18.31 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 11/8/2022 | 252 | 18.06 | | Buy | |
| | | Tristan Partners, L.P. | 11/8/2022 | 584 | 18.06 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 11/9/2022 | 150 | 17.93 | | Buy | |
| | | Tristan Partners, L.P. | 11/9/2022 | 349 | 17.93 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 11/18/2022 | 453 | 17.71 | | Buy | |
| | | Tristan Partners, L.P. | 11/18/2022 | 1,049 | 17.71 | | Buy | |
| | | Tristan Offshore Fund, Ltd. | 12/1/2022 | 1,040 | 17.83 | | Buy | |
| | | Tristan Partners, L.P. | 12/1/2022 | 2,409 | 17.83 | | Buy | |
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| CUSIP No. 523768109 |
Page 6 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: December 8, 2022
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Cannell Capital LLC
By: /s/ J. Carlo Cannell
Name: J. Carlo Cannell
Title: Managing Member
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| CUSIP No. 523768109 |
Page 7 of 8 Pages |
Annex "A"
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES
The following sets forth the name, principal occupation, citizenship or
jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:
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J. Carlo Cannell
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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J. Carlo Cannell
Managing Member
Investment Management
Wyoming, United States
(1)
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Cannell Capital LLC
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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J. Carlo Cannell
Managing Member
Investment Management
Wyoming, United States
(1)
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Tristan Partners, L.P.
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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Cannell Capital LLC
Investment Adviser and General Partner
Investment Management
Wyoming, United States
(1)
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Tristan Offshore Fund, Ltd.
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Name:
Title or Relationship with Reporting Person:
Principal Occupation or Employment:
Citizenship or Jurisdiction of Organization:
Principal Place of Business:
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Cannell Capital LLC
Investment Adviser
Investment Management
Cayman Islands
(2)
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| CUSIP No. 523768109 |
Page 8 of 8 Pages |
Annex "B"
Agreement Regarding the Joint Filing of Schedule 13D
| 1) |
Each of them is individually eligible to use the Schedule 13D to which this
Exhibit is attached, and such Schedule 13D is filed on behalf each of them;
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| 2) |
Each of them is responsible for the timely filing of such Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
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Dated: December 8, 2022
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By: /s/ J. Carlo Cannell
Name: J. Carlo Cannell
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Cannell Capital LLC
By: /s/ J. Carlo Cannell
Name: J. Carlo Cannell
Title: Managing Member
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