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. Checkbox not checked

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).






SCHEDULE 13D




Comment for Type of Reporting Person:
Number of shares beneficially owned by Mr. Shiff with sole voting and dispositive power includes 40,000 shares of Common Stock held by Mr. Shiff's spouse. Number of shares beneficially owned by Mr. Shiff with sole dispositive power includes 67,917 shares of Common Stock that may be acquired pursuant to the exercise of stock options that are exercisable within 60 days of the filing of this Statement. Number of shares beneficially owned by Mr. Shiff with shared voting and dispositive power includes (i) 13,274,618 shares of Common Stock held by DZDLUX s.a.r.l. and (ii) 235,712 shares of Common Stock held by Shiff Group Assets Ltd. Number of shares beneficially owned by Mr. Shiff with shared dispositive power includes 40,000 shares of Common Stock that may be acquired upon the conversion of the Subordinated Convertible Promissory Note, which is convertible into shares of Common Stock at any time at the option of the holder, and which amount does not include interest.


SCHEDULE 13D




Comment for Type of Reporting Person:
Number of shares beneficially owned by Shiff Group Investments Ltd. with shared dispositive power includes 40,000 shares of Common Stock that may be acquired upon the conversion of the Subordinated Convertible Promissory Note, which is convertible into shares of Common Stock at any time at the option of the holder, and which amount does not include interest.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


 
Dov Shiff
 
Signature:/s/ Dov Shiff
Name/Title:Dov Shiff
Date:09/03/2025
 
Shiff Group Investments Ltd.
 
Signature:/s/ Dov Shiff
Name/Title:Dov Shiff, President and Chief Executive Officer
Date:09/03/2025
 
Shiff Group Assets Ltd.
 
Signature:/s/ Dov Shiff
Name/Title:Dov Shiff, Controlling Person
Date:09/03/2025
 
DZDLUX s.a.r.l.
 
Signature:/s/ Dov Shiff
Name/Title:Dov Shiff, Controlling Person
Date:09/03/2025
Comments accompanying signature:
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named on the signature page of this filing agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.