Sec Form 13D Filing - ACUITAS GROUP HOLDINGS, LLC filing for - 2025-06-30

Item 2 of the Statement is hereby amended and supplemented by adding the following: "On June 23, 2025, Mr. Peizer was sentenced to 42 months imprisonment and 3 years of supervised release on these counts. He has filed a notice of appeal on June 25, 2025. Other than as set forth above, during the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person 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."

Items 5(a) and (b) of the Statement are hereby amended and restated as follows: "(a) and (b) Except as otherwise expressly set forth in this Amendment, all amount of Shares, as well as the various exercise prices, conversion prices and similar amounts, reported in this Statement, reflect and give effect to the Company's 1:10 reverse stock split, effective on August 6, 2024 (the "August 2024 Reverse Stock Split"). For the avoidance of doubt, none of the amounts of Shares, or exercise prices, conversion prices and similar amounts, reported in this Statement, reflect and give effect to the Company's 1:10 reverse stock split that will become effective on 12:01 a.m., Eastern Time, on July 7, 2025, as reported by the Company on the Current Report on Form 8-K filed with the SEC on June 27, 2025. Acuitas All percentages of shares of Common Stock contained herein with respect to Acuitas are based on 19,297,999 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of (i) 18,570,726 shares of Common Stock outstanding as of June 2, 2025, as reported by the Issuer in the Definitive Proxy Statement with respect to its Special Meeting of Stockholders filed with the SEC on June 2, 2025 (the "FY25 DEF14A"), and (ii) 727,273 shares of Common Stock issuable to Acuitas upon exercise of a warrant previously issued to Acuitas in July 2022 (the "Warrant"). As of the date hereof, Acuitas may be deemed to have beneficial ownership of 3,043,574 shares of Common Stock, consisting of (i) an aggregate of 2,316,301 shares of Common Stock held directly by Acuitas and (ii) 727,273 shares of Common Stock issuable to Acuitas upon exercise of the Warrant. The shares of Common Stock beneficially owned by Acuitas represents approximately 15.8% of the total number of shares of Common Stock deemed outstanding. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all 3,043,574 shares of Common Stock with Mr. Peizer. Mr. Peizer All percentages of shares of Common Stock contained herein with respect to Mr. Peizer are based on 19,304,499 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of (i) 18,570,726 shares of Common Stock outstanding as of June 2, 2025, as reported in the FY25 DEF14A, (ii) 727,273 shares of Common Stock issuable to Acuitas upon exercise of the Warrant, and (iii) an aggregate of 6,500 shares of Common Stock underlying options previously granted to Mr. Peizer, which options automatically became fully vested and exercisable as of March 2, 2023 (the "Options"). As of the date hereof, Mr. Peizer may be deemed to have beneficial ownership of 3,050,394 shares of Common Stock, consisting of (i) an aggregate of 2,316,301 shares of Common Stock held directly by Acuitas, (ii) an aggregate of 320 shares of Common Stock held directly by Mr. Peizer, (iii) 727,273 shares of Common Stock issuable to Acuitas upon exercise of the Warrant, and (iv) an aggregate of 6,500 shares of Common Stock underlying the Options. The shares of Common Stock beneficially owned by Mr. Peizer represents approximately 15.8% of the total number of shares of Common Stock deemed outstanding. Mr. Peizer may be deemed to have the sole power to vote or direct the vote and dispose or direct the disposition of all 3,050,934 shares of Common Stock."

"The shares of Common Stock beneficially owned by Acuitas represents approximately 15.8% of the total number of shares of Common Stock deemed outstanding. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all 3,043,574 shares of Common Stock with Mr. Peizer. The shares of Common Stock beneficially owned by Mr. Peizer represents approximately 15.8% of the total number of shares of Common Stock deemed outstanding. Mr. Peizer may be deemed to have the sole power to vote or direct the vote and dispose or direct the disposition of all 3,050,934 shares of Common Stock."

Item 5(c) of the Statement is hereby supplemented with the following: "The Reporting Persons had no transactions in the securities of the Company during the past sixty days."