ITEM 4. |
Purpose of Transaction. |
(a) (j)
The Reporting Persons originally
acquired the securities reported herein for investment purposes as they believed that the securities, at market prices when acquired, represented an attractive investment opportunity. The Reporting Persons have in the past engaged in
discussions with management, the board of directors and other relevant parties concerning the business, operations, strategy and future plans of the Issuer and with other stockholders concerning the business and operations of the Issuer.
At the invitation of the Issuer, on February 28, 2024, the Reporting Person and the Issuer entered into a letter agreement (the Confidentiality
Agreement), for the purpose of facilitating the Issuer providing and discussing with the Reporting Person certain non-public information with respect to the Companys operations, performance and
plans. The term of the Confidentiality Agreement expired on March 4, 2024, upon the filing of the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In order to allow such discussions to continue, the Reporting
Persons and the Issuer are discussing entering into a new confidentiality agreement, which would likely include additional provisions covering customary additional topics beyond those included in the Confidential Agreement (e.g. a longer term and
employee non-solicit and standstill terms).
The Reporting Persons intend to continue to review their investment in the Issuer on a continuing basis and
may in the future continue to engage in discussions with management, the board of directors and other relevant parties and/or engage in discussions with other stockholders, in each case concerning the business, operations, board composition,
management, strategy and future plans of the Issuer. Depending upon numerous factors, including, without limitation, general market and economic conditions, ongoing evaluation of the Issuers business, financial condition, operations and
prospects, the relative attractiveness of alternative business and investment opportunities, the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable and other future developments, the
Reporting Persons may endeavor to (i) increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private primary and/or secondary
transactions on such terms and at such times as the Reporting Persons may deem advisable, (ii) enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of shares of
Common Stock and/or (iii) otherwise change their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Except as set
forth in this Item 4, none of the Reporting Persons currently has any specific plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the
Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may
suggest or take a position with respect to potential changes in the business, operations, strategy and future plans of the Issuer, which suggestions or positions may include one or more plans or proposals that relate to or would result in any of the
actions described in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. |
Interest in Securities of the Issuer. |
(a) Each of the Reporting Persons current ownership in the Issuer and the Issuers Common Stock is set forth on the cover pages to this
Schedule 13D and is incorporated by reference herein. The ownership percentages reported in this Schedule 13D are based on 88,111,015 shares of the Issuers Common Stock issued and outstanding on February 23, 2024, as reported in the
Issuers Form 10-K dated March 4, 2024.
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