* |
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
disclosures provided in a prior cover page.
|
CUSIP NO. 68347P 103
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Bison Capital Partners VI, L.P.
|
|
|
|||
|
|
||||
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
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.09% (b)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(a) |
Consists of (i) 2,133,333 shares of Common Stock issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”)
upon conversion of an aggregate of $32 million principal amount of the Company’s 10% Convertible Promissory Notes, and (ii) 50,000 shares of common stock purchased in an open market transaction
on June 23, 2023 at a price of $7.00 per share. Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A. Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison
VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.
|
(b) |
Based on 21,628,948 shares of Common Stock outstanding, which consists of (i) 19,495,615 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-K for the fiscal year
ended March 31, 2023, filed with the Securities and Exchange Commission on June 14, 2023, and (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the Company’s 10% Convertible
Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP.
|
CUSIP NO. 68347P 103
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Bison Capital Partners VI-A, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
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
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.09% (b)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(a) |
Consists of (i) 2,133,333 shares of Common Stock issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”)
upon conversion of an aggregate of $32 million principal amount of the Company’s 10% Convertible Promissory Notes, and (ii) 50,000 shares of common stock purchased in an open market transaction
on June 23, 2023 at a price of $7.00 per share. Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A. Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison
VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.
|
(b) |
Based on 21,628,948 shares of Common Stock outstanding, which consists of (i) 19,495,615 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-K
for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission on June 14, 2023, and (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the
Company’s 10% Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP.
|
CUSIP NO. 68347P 103
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Bison Capital Partners VI GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
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
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.09% (b)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(a) |
Consists of (i) 2,133,333 shares of Common Stock issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”)
upon conversion of an aggregate of $32 million principal amount of the Company’s 10% Convertible Promissory Notes, and (ii) 50,000 shares of common stock purchased in an open market transaction
on June 23, 2023 at a price of $7.00 per share. Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A. Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison
VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.
|
(b) |
Based on 21,628,948 shares of Common Stock outstanding, which consists of (i) 19,495,615 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-K
for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission on June 14, 2023, and (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the
Company’s 10% Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP.
|
CUSIP NO. 68347P 103
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Bison Capital Partners GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
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
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,183,333 (a)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.09% (b)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(a) |
Consists of (i) 2,133,333 shares of Common Stock issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”)
upon conversion of an aggregate of $32 million principal amount of the Company’s 10% Convertible Promissory Notes, and (ii) 50,000 shares of common stock purchased in an open market transaction
on June 23, 2023 at a price of $7.00 per share. Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A. Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison
VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.
|
(b) |
Based on 21,628,948 shares of Common Stock outstanding, which consists of (i) 19,495,615 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-K
for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission on June 14, 2023, and (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the
Company’s 10% Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP.
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
Exhibit No.
|
Description
|
|
Joint Filing Agreement
|
||
Note Purchase Agreement, dated March 31, 2023, by and among the Issuer, Bison Capital VI and Bison Capital VI-A (incorporated by reference to Exhibit 10.1 from the Form 8-K filed with the
SEC on March 31, 2023).
|
||
Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 from the Form 8-K filed with the SEC on March 31, 2023).
|
Dated: June 27, 2023
|
Bison Capital Partners VI, L.P.
|
|
By:
|
BISON CAPITAL PARTNERS VI GP, L.P.,
|
|
its general partner
|
||
By:
|
BISON CAPITAL PARTNERS GP, LLC,
|
|
its general partner
|
||
By:
|
/s/ Douglas Trussler
|
|
Name: Douglas Trussler
|
||
Title: Managing Member
|
||
Dated: June 27, 2023
|
Bison Capital Partners VI-A, L.P.
|
|
By:
|
BISON CAPITAL PARTNERS VI GP, L.P.,
|
|
its general partner
|
||
By:
|
BISON CAPITAL PARTNERS GP, LLC,
|
|
its general partner
|
||
By:
|
/s/ Douglas Trussler
|
|
Name: Douglas Trussler
|
||
Title: Managing Member
|
||
Dated: June 27, 2023
|
Bison Capital Partners VI GP, L.P.
|
|
By:
|
BISON CAPITAL PARTNERS GP, LLC,
|
|
its general partner
|
||
By:
|
/s/ Douglas Trussler
|
|
Name: Douglas Trussler
|
||
Title: Managing Member
|
||
Dated: June 27, 2023
|
By:
|
BISON CAPITAL PARTNERS GP, LLC,
|
By:
|
/s/ Douglas Trussler
|
|
Name: Douglas Trussler
|
||
Title: Managing Member
|
Dated: June 27, 2023
|
Bison Capital Partners VI, L.P.
|
|
By:
|
BISON CAPITAL PARTNERS VI GP, L.P., | |
its general partner
|
||
By:
|
BISON CAPITAL PARTNERS GP, LLC, | |
its general partner
|
||
By:
|
/s/ Douglas Trussler | |
Name: Douglas Trussler
|
||
Title: Managing Member
|
||
Dated: June 27, 2023
|
Bison Capital Partners VI-A, L.P.
|
|
By:
|
BISON CAPITAL PARTNERS VI GP, L.P., | |
its general partner
|
||
By:
|
BISON CAPITAL PARTNERS GP, LLC, | |
its general partner
|
||
By:
|
/s/ Douglas Trussler | |
Name: Douglas Trussler
|
||
Title: Managing Member
|
||
Dated: June 27, 2023
|
Bison Capital Partners VI GP, L.P.
|
|
By:
|
BISON CAPITAL PARTNERS GP, LLC, | |
its general partner
|
||
By:
|
/s/ Douglas Trussler | |
Name: Douglas Trussler
|
||
Title: Managing Member
|
||
Dated: June 27, 2023
|
By:
|
BISON CAPITAL PARTNERS GP, LLC, |
By:
|
/s/ Douglas Trussler | |
Name: Douglas Trussler
|
||
Title: Managing Member
|