1
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NAMES OF REPORTING PERSONS
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GEN IV INVESTMENT OPPORTUNITIES, LLC
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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||
(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
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|||
|
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||||
8
|
SHARED VOTING POWER
|
|
|
||
5,088,092 (1)
|
|
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|||
|
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||||
9
|
SOLE DISPOSITIVE POWER
|
|
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||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,088,092 (1)
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|
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|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,088,092 (1)
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|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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26.5% (2)
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|
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|||
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
OO
|
|
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|||
|
|
(1) |
The number of shares reported above includes (i) 2,369,769 shares of Common Stock owned directly by Gen IV, (ii) 616,330 shares of Common Stock issuable upon conversion or redemption of 5,138 shares of Series A Preferred Stock issued to Gen
IV pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 1,034,360 shares of Common Stock issuable upon conversion or redemption of 7,810 shares of Series A-1 Preferred Stock issued to Gen IV pursuant to the Series A-1
Purchase Agreement (as discussed in Item 3) and (iv) 1,067,633 shares of Common Stock issuable upon conversion or redemption of 6,630 shares of Series A-2 Preferred Stock issued to Gen IV pursuant to the Series A-2 Purchase Agreement (as
discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
|
(2) |
Based on (i) 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase Agreement, plus (ii) (a) 616,330 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A Preferred Stock owned directly by Gen IV, (b) 1,034,360 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock owned directly by Gen IV and
(c) 1,067,633 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock owned directly by Gen IV.
|
1
|
NAMES OF REPORTING PERSONS
|
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|
||
LSP GENERATION IV, LLC
|
|
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
5,088,092 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,088,092 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,088,092 (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)
|
|
|
||
26.5% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1) |
The number of shares reported above includes (i) 2,369,769 shares of Common Stock owned directly by Gen IV, (ii) 616,330 shares of Common Stock issuable upon conversion or redemption of 5,138 shares of Series A Preferred Stock issued to Gen
IV pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 1,034,360 shares of Common Stock issuable upon conversion or redemption of 7,810 shares of Series A-1 Preferred Stock issued to Gen IV pursuant to the Series A-1
Purchase Agreement (as discussed in Item 3) and (iv) 1,067,633 shares of Common Stock issuable upon conversion or redemption of 6,630 shares of Series A-2 Preferred Stock issued to Gen IV pursuant to the Series A-2 Purchase Agreement (as
discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
|
(2) |
Based on (i) 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase Agreement, plus (ii) (a) 616,330 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A Preferred Stock owned directly by Gen IV, (b) 1,034,360 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock owned directly by Gen IV and
(c) 1,067,633 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock owned directly by Gen IV.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
LSP INVESTMENT ADVISORS, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
5,088,092 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,088,092 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,088,092 (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)
|
|
|
||
26.5% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1) |
The number of shares reported above includes (i) 2,369,769 shares of Common Stock owned directly by Gen IV, (ii) 616,330 shares of Common Stock issuable upon conversion or redemption of 5,138 shares of Series A Preferred Stock issued to Gen
IV pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 1,034,360 shares of Common Stock issuable upon conversion or redemption of 7,810 shares of Series A-1 Preferred Stock issued to Gen IV pursuant to the Series A-1
Purchase Agreement (as discussed in Item 3) and (iv) 1,067,633 shares of Common Stock issuable upon conversion or redemption of 6,630 shares of Series A-2 Preferred Stock issued to Gen IV pursuant to the Series A-2 Purchase Agreement (as
discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
|
(2) |
Based on (i) 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase Agreement, plus (ii) (a) 616,330 shares of Common Stock issuable upon
conversion or redemption of the shares of Series A Preferred Stock owned directly by Gen IV, (b) 1,034,360 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock owned directly by Gen IV and
(c) 1,067,633 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock owned directly by Gen IV.
|
Item 1. |
Security and Issuer.
|
Item 3. |
Source or Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Material to Be Filed as Exhibits
|
Amendment No. 3 to the Registration Rights Agreement, dated December 15, 2023, by and among the Issuer and the holders named therein (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed on December 18,
2023).
|
|
Certificate of Designations, dated December 15, 2023, of the Issuer (incorporated by reference to Exhibit 3.2 of the Issuer’s Current Report on Form 8-K, filed on December 18, 2023).
|
|
Purchase Agreement, dated December 15, 2023, by and among the Issuer, Gen IV and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed on December 18, 2023).
|
|
Agreement and Plan of Merger, dated as of December 14, 2023, by and among the Issuer, Parent, and Merger Sub (incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K, filed on December 18, 2023).
|
|
Certificate of Amendment to Certificate of Designations of Series A 1 Redeemable Convertible Preferred Stock effective December 15, 2023 (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K, filed on December
18, 2023).
|
Dated: December 19, 2023
|
||
Gen IV Investment Opportunities, LLC
|
||
By:
|
/s/ Jeff Wade
|
|
Name:
|
Jeff Wade
|
|
Title:
|
Chief Compliance Officer
|
|
LSP Generation IV, LLC
|
||
By:
|
/s/ Jeff Wade
|
|
Name:
|
Jeff Wade
|
|
Title:
|
Chief Compliance Officer
|
|
LSP Investment Advisors, LLC
|
||
By:
|
/s/ Jeff Wade
|
|
Name:
|
Jeff Wade
|
|
Title:
|
Chief Compliance Officer and Associate General Counsel
|