CUSIP No: 37960G401
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SCHEDULE 13D
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Page 2 of 9 pages
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1
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NAMES OF REPORTING PERSONS
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Axar Capital Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF (see Item 3)
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5
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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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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
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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5,000,000 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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5,000,000 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,000,000 (1)
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.4% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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(1)
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This amount consists of 5,000,000 shares of Common Stock (as defined herein) that the Reporting Person has the right to acquire upon exercise of Warrants (as defined herein) held directly by the Axar Vehicles
(as defined herein).
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(2)
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This percentage is based on a total of 38,875,739 shares of Common Stock outstanding as of August 8, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on August 10, 2023, plus 5,000,000 shares of Common Stock issuable upon exercise of Warrants held directly by the Axar Vehicles, which amount has been added to the shares of Common Stock outstanding
in accordance with Rule 13d-3(d)(i)(1) under the Act.
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CUSIP No: 37960G401
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SCHEDULE 13D
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Page 3 of 9 pages
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1
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NAMES OF REPORTING PERSONS
|
|
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||
Axar GP, LLC
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|||
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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)
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AF (see Item 3)
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|||
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||||
5
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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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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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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
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0
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|||
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||||
8
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SHARED VOTING POWER
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5,000,000 (1)
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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5,000,000 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,000,000 (1)
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|||
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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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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.4% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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(1)
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This amount consists of 5,000,000 shares of Common Stock that the Reporting Person has the right to acquire upon exercise of Warrants held directly by the Axar Vehicles.
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(2)
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This percentage is based on a total of 38,875,739 shares of Common Stock outstanding as of August 8, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 10, 2023, plus
5,000,000 shares of Common Stock issuable upon exercise of Warrants held directly by the Axar Vehicles, which amount has been added to the shares of Common Stock outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.
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CUSIP No: 37960G401
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SCHEDULE 13D
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Page 4 of 9 pages
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1
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NAMES OF REPORTING PERSONS
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Andrew Axelrod
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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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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AF (see Item 3)
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|||
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||||
5
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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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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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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
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0
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|||
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||||
8
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SHARED VOTING POWER
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5,000,000 (1)
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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5,000,000 (1)
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,000,000 (1)
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|||
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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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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.4% (2)
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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|||
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(1)
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This amount consists of 5,000,000 shares of Common Stock that the Reporting Person has the right to acquire upon exercise of Warrants held directly by the Axar Vehicles.
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(2)
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This percentage is based on a total of 38,875,739 shares of Common Stock outstanding as of August 8, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 10, 2023, plus
5,000,000 shares of Common Stock issuable upon exercise of Warrants held directly by the Axar Vehicles, which amount has been added to the shares of Common Stock outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.
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CUSIP No: 37960G401
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SCHEDULE 13D
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Page 5 of 9 pages
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Item 1. |
Security and Issuer
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Item 2.
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Identity and Background
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Item 3.
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Source and Amount of Funds or Other Consideration
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CUSIP No: 37960G401
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SCHEDULE 13D
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Page 6 of 9 pages
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Item 4. |
Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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CUSIP No: 37960G401
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SCHEDULE 13D
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Page 7 of 9 pages
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. | Material to be Filed as Exhibits |
Exhibit 1:
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
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Exhibit 2:
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Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s current report on Form 8-K filed with the SEC on August 7, 2023).
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Exhibit 3:
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Form of Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the Issuer’s current report on Form 8-K filed with the SEC on August 7, 2023).
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Exhibit 4:
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Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuer’s current report on Form 8-K filed with the SEC on August 7, 2023).
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CUSIP No: 37960G401
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SCHEDULE 13D
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Page 8 of 9 pages
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Date: August 30, 2023
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AXAR CAPITAL MANAGEMENT, L.P.
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By: Axar GP, LLC, its General Partner
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By: /s/ Andrew Axelrod
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Name: Andrew Axelrod
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Title: Sole Member
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AXAR GP, LLC
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By: /s/ Andrew Axelrod
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Name: Andrew Axelrod
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Title: Sole Member
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/s/ Andrew Axelrod
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ANDREW AXELROD
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CUSIP No: 37960G401
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SCHEDULE 13D
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Page 9 of 9 pages
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Date: August 30, 2023
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AXAR CAPITAL MANAGEMENT, L.P.
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By: Axar GP, LLC, its General Partner
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By: /s/ Andrew Axelrod
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Name: Andrew Axelrod
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Title: Sole Member
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AXAR GP, LLC
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By: /s/ Andrew Axelrod
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Name: Andrew Axelrod
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Title: Sole Member
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/s/ Andrew Axelrod
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ANDREW AXELROD
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