UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Gray Television, Inc.
(Name of Issuer)
Common Stock (Title of Class of Securities)
389375106
(CUSIP Number)
February 14, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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* |
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 the disclosures provided in a prior cover page. |
The information required in 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).
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CUSIP No. 389375106 |
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Page 2 of 12 |
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(1) |
Names of reporting persons
MBX Capital LLC |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
Michigan |
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Number of |
(5) |
Sole voting power
2,200,000(1) |
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shares beneficially owned by |
(6) |
Shared voting power
0 |
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each reporting person |
(7) |
Sole dispositive power
2,200,000(1) |
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with: |
(8) |
Shared dispositive power
0 |
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(9) |
Aggregate amount beneficially owned by each reporting person
2,200,000(1) |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
2.5% |
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(12) |
Type of reporting person (see instructions)
OO |
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(1)MBX Capital, LLC previously filed a Schedule 13G on July 14, 2021 to reflect ownership of 4,598,675 shares of common stock (which represented 5.2%). As of December 31, 2021, MBX Capital’s ownership was 2,200,000, or 2.5%, of the outstanding common stock of the Issuer.
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CUSIP No. 389375106 |
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Page 3 of 12 |
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(1) |
Names of reporting persons
Manoj Bhargava |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
United States of America |
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Number of |
(5) |
Sole voting power
6,483,722(1) |
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shares beneficially owned by |
(6) |
Shared voting power
7,831,798(2) |
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each reporting person |
(7) |
Sole dispositive power
6,483,722(1) |
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with: |
(8) |
Shared dispositive power
6,483,722(1) |
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(9) |
Aggregate amount beneficially owned by each reporting person
7,831,798(2) |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
8.8% |
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(12) |
Type of reporting person (see instructions)
IN |
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(1)Includes (i) 2,200,000 shares of common stock held by MBX Capital LLC, of which Manoj Bhargava is the owner, (ii) 2,141,861 shares of common stock held by Simplify Inventions, LLC, of which Manoj Bhargava has majority voting control, (iii) 2,141,861 shares of common stock held by Innovation Ventures, LLC, which is a wholly owned subsidiary of Simplify Inventions, LLC, of which Manoj Bhargava has majority voting control.
(2)Includes (i) 2,200,000 shares of common stock held by MBX Capital LLC, (ii) 2,141,861 shares of common stock held by Simplify Inventions, LLC, (iii) 2,141,861 shares of common stock held by Innovation Ventures, LLC, and (iv) 1,348,076 shares of common stock held by Hans Singapore Investments Pte. Ltd. In addition, pursuant to voting agreement, Manoj Bhargava maintains the voting power over the shares maintained by Hans Singapore Investments Pte. Ltd. and may be deemed to have beneficial ownership over those same shares as a result.
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CUSIP No. 389375106 |
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Page 4 of 12 |
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(1) |
Names of reporting persons
Simplify Inventions, LLC |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
Delaware |
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Number of |
(5) |
Sole voting power
4,283,722(1) |
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shares beneficially owned by |
(6) |
Shared voting power
0 |
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each reporting person |
(7) |
Sole dispositive power
4,283,722(1) |
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with: |
(8) |
Shared dispositive power
0 |
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(9) |
Aggregate amount beneficially owned by each reporting person
4,283,722 (1) |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
4.8% |
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(12) |
Type of reporting person (see instructions)
OO |
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(1)Includes (i) 2,141,861 shares of common stock held by Simplify Inventions, LLC, and (ii) 2,141,861 shares of common stock held by Innovation Ventures, LLC, which is a wholly owned subsidiary of Simplify Inventions, LLC.
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CUSIP No. 389375106 |
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Page 5 of 12 |
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(1) |
Names of reporting persons
Innovation Ventures, LLC |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
Michigan |
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Number of |
(5) |
Sole voting power
2,141,861 |
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shares beneficially owned by |
(6) |
Shared voting power
0 |
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each reporting person |
(7) |
Sole dispositive power
2,141,861 |
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with: |
(8) |
Shared dispositive power
0 |
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(9) |
Aggregate amount beneficially owned by each reporting person
2,141,861 |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
2.4% |
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(12) |
Type of reporting person (see instructions)
OO |
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CUSIP No. 389375106 |
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Page 6 of 12 |
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(1) |
Names of reporting persons
Hans Singapore Investments Pte. Ltd. |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐ |
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(3) |
SEC use only
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(4) |
Citizenship or place of organization
Singapore |
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Number of |
(5) |
Sole voting power
1,348,076 |
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shares beneficially owned by |
(6) |
Shared voting power
0 |
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each reporting person |
(7) |
Sole dispositive power
1,348,076 |
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with: |
(8) |
Shared dispositive power
0 |
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(9) |
Aggregate amount beneficially owned by each reporting person
1,348,076 |
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(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
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(11) |
Percent of class represented by amount in Row (9)
1.5% |
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(12) |
Type of reporting person (see instructions)
FI |
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CUSIP No. 389375106 |
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Page 7 of 12 |
Item 1. (a)Name of Issuer
Gray Television, Inc.
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(b) |
Address of Issuer’s Principal Executive Offices |
4370 Peachtree Road, NE
Atlanta, Georgia 30319
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Item 2. (a) |
Name of Person Filing |
This statement is filed by the following entities (collectively, referred to as the “Reporting Persons”):
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Manoj Bhargava |
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Simplify Inventions, LLC |
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Innovation Ventures, LLC |
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Hans Singapore Investments Pte. Ltd. |
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(b) |
Address of Principal Business Office or, if none, Residence |
The address of the principal business office for each of the Reporting Persons is:
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MBX Capital, LLC: |
38955 Hills Tech Drive, Farmington Hills, MI 48331
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Manoj Bhargava: |
29190 Earth Lane, Farmington Hills, MI 48331
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Simplify Inventions, LLC: |
38955 Hills Tech Drive, Farmington Hills, MI 48331
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Innovation Ventures, LLC: |
38955 Hills Tech Drive, Farmington Hills, MI 48331
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Hans Singapore Investments Pte. Ltd.: |
6 Shenton Way #25-08, OUE Downtown, Singapore 068809
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(c) |
Citizenship |
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MBX Capital, LLC organized under the laws of Michigan. |
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Manoj Bhargava is a United States citizen. |
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Simplify Inventions, LLC organized under the laws of Delaware. |
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Innovation Ventures, LLC organized under the laws of Michigan. |
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Hans Singapore Investments Pte. Ltd. organized under the laws of Singapore. |
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(d) |
Title of Class of Securities |
Common Stock (no par value)
(e)CUSIP Number
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CUSIP No. 389375106 |
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Page 8 of 12 |
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389375106 |
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
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Item 4. |
Ownership. |
(a)Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
(b)Percent of class:
See Row 11 of cover page for each Reporting Person.
(c)Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
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Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof certain of the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
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CUSIP No. 389375106 |
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Page 9 of 12 |
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Item 8. |
Identification and Classification of Members of the Group. |
See Exhibit 99.2.
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Item 9. |
Notice of Dissolution of Group. |
Not applicable.
Item 10.Certification.
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Exhibit No. |
Exhibit |
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99.1 |
Joint Filing Agreement by and among the Reporting Persons, dated February 14, 2022. |
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99.2 |
SCHEDULE 13G
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CUSIP No. 389375106 |
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Page 10 of 2 |
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.
Date: February 14, 2022
MBX CAPITAL LLC
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By: |
/s/ Manoj Bhargava |
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Name: |
Manoj Bhargava |
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Title: |
Manager |
ManOj Bhargava
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By: |
/s/ Manoj Bhargava |
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Name: |
Manoj Bhargava |
SIMPLIFY INVENTIONS, LLC
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By: |
/s/ Manoj Bhargava |
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Name: |
Manoj Bhargava |
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Title: |
Manager |
INNOVATION VENTURES, LLC
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By: |
/s/ Manoj Bhargava |
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Name: |
Manoj Bhargava |
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Title: |
Manager |
HANS SINGAPORE INVESTMENTS PTE. LTD.
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By: |
/s/ Ravinder Sajwan |
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Name: |
Ravinder Sajwan |
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Title: |
Director |
Exhibit 99.1
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Gray Television, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 14, 2022
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MBX CAPITAL LLC |
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By: |
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/s/ Manoj Bhargava |
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Name: |
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Manoj Bhargava |
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Title: |
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Manager |
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ManOj Bhargava |
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By: |
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/s/ Manoj Bhargava |
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Name: |
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Manoj Bhargava |
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SIMPLIFY INVENTIONS, LLC |
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By: |
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/s/ Manoj Bhargava |
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Name: |
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Manoj Bhargava |
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Title: |
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Manager |
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INNOVATION VENTURES, LLC |
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By: |
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/s/ Manoj Bhargava |
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Name: |
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Manoj Bhargava |
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Title: |
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Manager |
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HANS SINGAPORE INVESTMENTS PTE. LTD. |
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By: |
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/s/ Ravinder Sajwan |
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Name: |
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Ravinder Sajwan |
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Title: |
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Director |
Exhibit 99.2
ITEM 8 INFORMATION:
The Reporting Persons are making this single, joint filing because they are members of a “group” for purposes of Rule 13d-5 of the Exchange Act. The members of this group are as follows:
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1. |
MBX Capital, LLC |
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2. |
Manoj Bhargava |
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3. |
Simplify Inventions, LLC |
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4. |
Innovation Ventures, LLC |
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5. |
Hans Singapore Investments Pte. Ltd. |