Sec Form 13D Filing - David Capital Partners, LLC filing for - 2026-05-20

Mr. Patinkin was appointed as Chairman of the Board of Directors of the Company on March 11, 2026. On May 18, 2026, in connection with his appointment as Chairman, the Company granted to Mr. Patinkin a 10-year option to purchase up to 400,000 shares of Common Stock, which will vest in four equal annual installments beginning on the grant date, or May 18, 2026. The first and second installments have an exercise price of $20.00 per share, while the third and fourth installments have an exercise price of $30.00 per share. In addition, on May 18, 2026, certain employees of David Capital Partners, LLC who provide consulting services to the Company were granted 10-year options to purchase up to 200,000 shares of Common Stock in the aggregate, which have an exercise price of $25.00 per share and vested upon grant. The Reporting Persons acquired the securities reported in this Statement for investment purposes. The Reporting Persons and their affiliates may in the future acquire additional securities or dispose of some or all of the securities held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law. The Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein, or as may be proposed by Mr. Patinkin in his capacity as a director of the Company or by the Board of Directors with his participation. The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company's financial position, the price levels of the securities of the Company, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate and to the extent permitted by law, including, without limitation, engaging in communications with management and/or the Board of Directors of the Company and their advisors, engaging in discussions with stockholders of the Company and others about the Company and the Reporting Persons' investment, making proposals to the Company concerning changes to the capitalization, the ownership structure, the structure, composition, and skill sets of the Board of Directors and senior management or the operations of the Company, purchasing additional securities of the Company, selling some or all of such securities, entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic or beneficial exposure with respect to their investment in the Company, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Company, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

Each of DCP Fund and DCP Special directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Patinkin directly holds a 10-year option to purchase up to 400,000 shares of Common Stock, which will vest in four equal annual installments beginning on May 18, 2026. The first and second installments have an exercise price of $20.00 per share, while the third and fourth installments have an exercise price of $30.00 per share. The Reporting Persons' holdings include 68,421.08 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by DCP Special. The Preferred Stock is convertible into shares of Common Stock at an initial conversion price of $9.50 per share (or 2.63158 shares of Common Stock for each share of Preferred Stock), subject to customary adjustments, at the option of the holder. David Capital Partners, LLC, as the investment manager and general partner of each of DCP Fund and DCP Special, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by such entities. Due to his position with David Capital Partners, LLC, Mr. Patinkin may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by DCP Fund and DCP Special. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein. In addition, certain employees of David Capital Partners, LLC who provide consulting services to the Company hold 10-year options to purchase up to 200,000 shares of Common Stock in the aggregate, which have an exercise price of $25.00 per share and vested upon grant. Each percentage ownership of Common Stock set forth in this Statement is based on 28,946,664 shares of Common Stock reported by the Company as outstanding on May 7, 2026 in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 7, 2026.

Each of DCP Fund and DCP Special beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Patinkin beneficially owns, and has sole dispositive power over, 400,000 shares of Common Stock. David Capital Partners, LLC, as the investment manager and general partner of each of DCP Fund and DCP Special, has the shared power to direct the voting and disposition of the shares of Common Stock held by such entities. Due to his position with David Capital Partners, LLC, Mr. Patinkin may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by DCP Fund and DCP Special.

The information set forth in Item 4 is incorporated herein by reference.

The information set forth in Item 4 is incorporated herein by reference. Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.