Sec Form 13D Filing - JLA Realty Associates, LLC filing for - 2025-07-02

The principal business address of the Reporting Persons is 120 Bloomingdale Road, White Plains, NY 10605.

The principal business of JLA is investing in securities. The principal occupation of Mr. Caspi is serving as the manager of JLA.

No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

JLA is organized under the laws of the State of New York. Mr. Caspi is a citizen of the United States of America.

The aggregate purchase price of the 203,400 Shares beneficially owned by JLA were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $501,504, including brokerage commissions.

Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. The Reporting Persons do not have any present plan or proposal which 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. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Person, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with the Issuer, stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations, financings or dispositions involving the Issuer or certain of its businesses or assets, including transactions in which the Reporting Person may seek to participate and potentially engage in, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative transactions, or changing its intention with respect to any and all matters referred to in Item 4.

The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 2,312,887 Shares outstanding as of February 14, 2025, 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 February 14, 2025. As of the date hereof, JLA beneficially owned 203,400 Shares by virtue of the termination of the Coordination Agreement (as defined and described in Item 6 below) effective as of August 4, 2025. Percentage: Approximately 8.8% As of the date hereof, Mr. Caspi, as the Manager of JLA, may be deemed to beneficially own the 203,400 Shares beneficially owned by JLA. Percentage: Approximately 8.8%

JLA: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 203,400 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 203,400 Mr. Caspi: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 203,400 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 203,400

The transactions in the Shares by each of the Reporting Persons during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.

Not applicable.

Not applicable.

On December 18, 2024, JLA entered into a coordination agreement (the "Coordination Agreement") with Ault & Company, Inc. ("A&C") and certain other stockholders of the Issuer set forth on the signature pages thereto, pursuant to which JLA granted A&C the sole authority to vote or dispose of, or cause or direct the voting or disposition of, the Shares owned by JLA (the "Subject Shares") for the duration of the Coordination Agreement. Pursuant to the Coordination Agreement, JLA appointed A&C as the sole and exclusive attorney-in-fact and proxy of JLA with full power to vote and dispose of the Subject Shares. A&C and JLA further agreed, among other things, that A&C is authorized to take any and all action that may be necessary or desirable to manage the Subject Shares or otherwise exercise the rights of the holders of the Subject Shares, and that JLA is subject to certain restrictions regarding transactions in the Shares. On June 4, 2025, A&C delivered a notice of termination to JLA, terminating the Coordination Agreement effective as of August 4, 2025. Such termination will be automatically effective on August 4, 2025, with no further action or notice required by any party. Upon the termination of the Coordination Agreement, A&C's authority to vote or dispose of, or cause or direct the voting or disposition of, the Shares owned by JLA will terminate, and A&C will cease to beneficially own the Shares owned by JLA. As of the date hereof, JLA also beneficially owns its 203,400 Shares subject to the Coordination Agreement as the termination of the Coordination Agreement will be effective within fewer than 60 days. The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Coordination Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On July 2, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits 1 - Transactions in the Securities of the Issuer During the Past Sixty Days 99.1 - Coordination Agreement, dated December 18, 2024 99.2 - Joint Filing Agreement, dated July 2, 2025