Sec Form 13D Filing - Zuma Capital Management filing for Presidio Property Trust Inc. (SQFT) - 2024-02-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Presidio Property Trust, Inc.

(Name of Issuer)

Series A Common Stock, $0.01 par value per share

(Title of Class of Securities)

74102L303

(CUSIP Number)

BRENT MORRISON

ZUMA CAPITAL MANAGEMENT, LLC

3766 Donaldson Drive

Chamblee, Georgia 30341

(310) 989-6705

 

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 20, 2024

(Date of Event Which Requires Filing of This Statement)

 

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 ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

1              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.

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).

1

NAME OF REPORTING PERSON

ZUMA CAPITAL MANAGEMENT, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

219,164*

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

219,164*

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

219,164*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.7%

14

TYPE OF REPORTING PERSON

OO

  

* Includes 80,765 Shares (as defined in Item 1) underlying the Warrants (as defined in Item 3).

1

NAME OF REPORTING PERSON

ZCM OPPORTUNITIES FUND, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

147,850*

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

147,850*

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

147,850*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%

14

TYPE OF REPORTING PERSON

PN

  

* Includes 80,765 Shares (as defined in Item 1) underlying the Warrants (as defined in Item 3).

 

1

NAME OF REPORTING PERSON

BRENT MORRISON

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

PF, 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

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

251,311*

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

9

SOLE DISPOSITIVE POWER

251,311*

10

SHARED DISPOSITIVE POWER

- 0 -

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

251,311*

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9%

&#x A0;

14

TYPE OF REPORTING PERSON

IN

  

* Includes 105,912 Shares (as defined in Item 1) underlying the Warrants (as defined in Item 3).

 

1

NAME OF REPORTING PERSON

SAMARA GROWTH FUND, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

51,427

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

51,427

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

51,427

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

SAMARA SELECT FUND, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

& #xA0;

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

50,991

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

50,991

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50,991

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

OURAY SELECT, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

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

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

76,475

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

76,475

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

76,475

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

OURAY PARTNERS INTERNATIONAL LTD.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

30,556

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

30,556

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

30,556

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

CO

  

 

	1		NAME OF REPORTING PERSON
				OURAY FUND MANAGEMENT, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							178,893
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							178,893
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				178,893
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.4%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				OURAY CAPITAL MANAGEMENT, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				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				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							209,449
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							209,449
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				209,449
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.6%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				ELENA PILIPTCHAK
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF, 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
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							221,249
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							221,249
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				221,249
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.7%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				VITO GARFI
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							548,276
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							548,276
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				548,276
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.1%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				REUBEN BERMAN
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				- 0 -
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				STEFANI CARTER
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				- 0 -
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The Shares purchased by ZCM Opportunities and held in the Retirement Account and certain separately managed accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 67,085 Shares owned directly by ZCM Opportunities is approximately $64,156, including brokerage commissions. The aggregate purchase price of the 80,765 Shares issuable upon the exercise of certain Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock (the “Warrants”) owned directly by ZCM Opportunities is approximately $3,054, including brokerage commissions. The aggregate purchase price of the 30,076 Shares held in a certain retirement account (the “Retirement Account”) is approximately $35,211, including brokerage commissions. The aggregate purchase price of the 41,138 Shares held in certain separately managed accounts (the “SMAs”) is approximately $35,211, including brokerage commissions.

The aggregate purchase price of the 7,000 Shares owned directly by Mr. Morrison is approximately $5,982, including brokerage commissions. The aggregate purchase price of the 25,147 Shares underlying the Warrants owned directly by Mr. Morrison is approximately $816, including brokerage commissions.

The aggregate purchase price of the 51,427 Shares owned directly by Samara Growth is approximately $57,002, including brokerage commissions. The aggregate purchase price of the 50,991 Shares owned directly by Samara Select is approximately $60,010, including brokerage commissions. The aggregate purchase price of the 76,475 Shares owned directly by Ouray Select is approximately $78,465.62, including brokerage commissions. The aggregate purchase price of the 30,556 Shares owned directly by Ouray International is approximately $38,938.54, including brokerage commissions. The aggregate purchase price of the 11,800 Shares owned directly by Ms. Piliptchak is approximately $12,737, including brokerage commissions.

The aggregate purchase price of the 548,276 Shares owned directly by Mr. Garfi is approximately $485,071.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) through (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based on a denominator that is the sum of: (i) 13,129,943 Shares outstanding as of November 13, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023, and (ii) 105,912 Shares underlying the Warrants.

A.

Zuma Capital Management

(a)

Zuma Capital Management, as the general partner and investment manager of ZCM Opportunities and the SMAs, may be deemed the beneficial owner of the (i) 100 Shares owned directly, (ii) 147,850 Shares owned directly by ZCM Opportunities, (iii) 30,076 Shares held in the Retirement Account and (iv) 41,138 Shares held in the SMAs.

Percentage: Approximately 1.7%

(b)

1. Sole power to vote or direct vote: 219,164 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposit ion: 219,164 4. Shared power to dispose or direct the disposition: 0

(c)

Zuma Capital Management has not entered into any transactions in the Shares since the filing of the Schedule 13D.

B.

ZCM Opportunities

(a)

As of the date hereof, ZCM Opportunities directly owned 147,850 Shares, including 80,765 Shares underlying certain Warrants.

Percentage: Approximately 1.1%

(b)

1. Sole power to vote or direct vote: 147,850 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 147,850 4. Shared power to dispose or direct the disposition: 0

(c)

ZCM Opportunities has not entered into any transactions in the Shares since the filing of the Schedule 13D.

C.

Brent Morrison

(a)

Mr. Morrison, as the managing member of Zuma Capital Management, may be deemed the beneficial owner of the (i) 32,147 Shares owned directly, including 25,147 Shares underlying the Warrants, (ii) 147,850 Shares, including 80,765 Shares underlying the Warrants, owned directly by ZCM Opportunities, (iii) 100 Shares owned directly by Zuma Capital Management, (iv) 30,076 Shares held in the Retirement Account and (v) 41,138 Shares held in the SMAs.

Percentage: Approximately 1.9%

(b)

1. Sole power to vote or direct vote: 251,311 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 251,311 4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Morrison has not entered into any transactions in the Shares since the filing of the Schedule 13D.

D.

Samara Growth

(a)

As the date hereof, Samara Growth directly owned 51,427 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 51,427 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 51,427

(c)

The transactions in the Shares by Samara Growth since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

E.

Samara Select

(a)

As the date hereof, Samara Select directly owned 50,991 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 50,991 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 50,991

(c)

The transactions in the Shares by Samara Select since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

F.

Ouray Select

(a)

As the date hereof, Ouray Select directly owned 76,475 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 76,475 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 76,475

(c)

The transactions in the Shares by Ouray Select since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

G.

Ouray International

(a)

As the date hereof, Ouray International directly owned 30,556 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 30,556 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 30,556

(c)

The transactions in the Shares by Ouray International since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

H.

Ouray Fund Management

(a)

Ouray Fund Management, as the general partner of each of Samara Growth, Samara Select and Ouray Select, may be deemed the beneficial owner of the (i) 51,427 Shares owned directly by Samara Growth, (ii) 50,991 Shares owned directly by Samara Select and (iii) 76,475 Shares owned directly by Ouray Select.

Percentage: 1.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 178,893 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 178,893

(c)

Ouray Capital Management has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Samara Growth, Samara Select and Ouray Select since the filing of the Schedule 13D are set forth in Schedule B are incorporated herein by reference.

I.

Ouray Capital Management

(a)

Ouray Capital Management, as the investment manager of each of Samara Growth, Samara Select and Ouray Select, may be deemed the beneficial owner of the (i) 51,427 Shares owned directly by Samara Growth, (ii) 50,991 Shares owned directly by Samara Select, (iii) 76,475 Shares owned directly by Ouray Select, and (iv) 30,556 Shares owned directly by Ouray International.

Percentage: 1.6%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 209,449 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 209,449

(c)

Ouray Capital Mana gement has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of each of Samara Growth, Samara Select, Ouray Select and Ouray International since the filing of the Schedule 13D are set forth in Schedule B are incorporated herein by reference.

J.

Elena Piliptchak

(a)

Ms. Piliptchak, as the managing member of each Ouray Fund Management and Ouray Capital Management, may be deemed the beneficial of the (i) 51,427 Shares owned directly by Samara Growth, (ii) 50,991 Shares owned directly by Samara Select, (iii) 76,475 Shares owned directly by Ouray Select, (iv) 30,556 Shares owned directly by Ouray International, and (v) 11,800 Shares owned directly.

Percentage: Approximately 1.7%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 221,249 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 221,249

(c)

The transactions in the Shares by Ms. Piliptchak and on behalf of each of Samara Growth, Samara Select, Ouray Select and Ouray International since the filing of the Schedule 13D are set forth in Schedule B are incorporated herein by reference.

K.

Vito Garfi

(a)

As the date hereof, Vito Garfi directly owned 548,276 Shares.

Percentage: Approximately 4.1%

(b)

1. Sole power to vote or direct vote: 548,276 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 548,276 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Garfi since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

L.

Reuben Berman

(a)

As the date hereof, Reuben Berman directly owned 0 Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0

(c)

Ms. Berman has not entered into any transaction in the Shares since the filing of the Schedule 13D.

M.

Stefani Carter

(a)

As the date hereof, Stefani Carter directly owned 0 Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0

(c)

Ms. Carter has not entered into any transaction in the Shares since the filing of the Schedule 13D.

As of the date hereof, the Reporting Persons collectively beneficially owned in the aggregate 1,020,836 Shares, including 105,912 Shares underlying the Warrants, constituting approximately 7.7% of the Shares outstanding.

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 22, 2024

	Zuma Capital Management, LLC
	By:	/s/ Brent Morrison
		Name:	Brent Morrison
		Title:	Managing Member

 

 

	ZCM Opportunities Fund, LP
	By:	/s/ Brent Morrison
		Name:	Brent Morrison
		Title:	Managing Member

 

 

	/s/ Brent Morrison
	Brent Morrison

 

 

	Samara Growth Fund, LP
	By:	Ouray Fund Management, LLC General Partner
	By:	/s/ Elena Piliptchak
		Name:	Elena Piliptchak
		Title:	Managing Member

 

 

	Samara Select Fund, LP
	By:	Ouray Fund Management, LLC General Partner
	By:	/s/ Elena Piliptchak
		Name:	Elena Piliptchak
		Title:	Managing Member

 

 

	Ouray Select, LP
	By:	Ouray Fund Management, LLC General Partner
	By:	/s/ Elena Piliptchak
		Name:	Elena Piliptchak
		Title:	Managing Member

 

 

	Ouray Partners International Ltd.
	By:	/s/ Elena Piliptchak
		Name:	Elena Piliptchak
		Title:	Sole Director

 

 

	Ouray Fund Management, LLC
	By:	/s/ Elena Piliptchak
		Name:	Elena Piliptchak
		Title:	Managing Member

 

 

	Ouray Capital Management, LLC
	By:	/s/ Elena Piliptchak
		Name:	Elena Piliptchak
		Title:	Managing Member

 

 

	/s/ Elena Piliptchak
	Elena Piliptchak

 

 

	/s/ Vito Garfi
	Vito Garfi

 

 

Reuben Berman

	/s/ Reuben Berman

 

 

	/s/ Stefani Carter
	Stefani Carter

 

SCHEDULE B

Transactions in the Securities of the Issuer Since the Filing of the Schedule 13D

Nature of Transaction

Amount of Securities Purchased/(Sold)

Price per Share ($)

Date of Purchase/Sale

 

SAMARA GROWTH FUND, LP

Purchase of Common Stock	5,500	1.17742	01/24/2024
Purchase of Common Stock	11,800	1.09973	02/20/2024

 

SAMARA SELECT FUND, LP

Purchase of Common Stock	140	1.1500	01/03/2024
Purchase of Common Stock	5,500	1.2100	01/24/2024
Purchase of Common Stock	11,900	1.11784	02/20/2024

 

OURAY SELECT LP

Purchase of Common Stock	6,848	1.12015	01/03/2024
Purchase of Common Stock	13,649	1.20346	01/24/2024
Purchase of Common Stock	20,720	1.12907	02/20/2024

 

OURAY PARTNERS INTERNATIONAL, LTD

Purchase of Common Stock	362	1.1800	01/24/2024
Purchase of Common Stock	3,499	1.12948	02/20/2024

 

VITO GARFI

Purchase of Common Stock	50,000	1.17159	01/23/2024
Purchase of Common Stock	11,661	1.1452	02/22/2024

 

---

² The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $1.1600 to $1.2100 per Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote 2.

³ The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $1.0600 to $1.1500 per Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote 3.

⁴ The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $1.1000 to $1.1500 per Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote 4.

⁵ The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $1.1068 to $1.1600 per Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote 5.

⁶ The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $1.1800 to $1.2100 per Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote 6.

⁷ The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $1.0802 to $1.1700 per Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote 7.

⁸ The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $1.1200 to $1.1500 per Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote 8.

⁹ The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $1.0964to $ 1.2298 per Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote 9.