Sec Form 13D Filing - ASKELADDEN CAPITAL MANAGEMENT LLC filing for - 2025-08-29

The address of the principal business and the principal office of the Reporting Persons is 1452 Hughes Road, Suite 200 #582, Grapevine, Texas 76051.

Each of the Reporting Persons is principally engaged in the business of acquiring, holding, voting and disposing of various public securities investments.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a 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.

Askeladden is organized under the laws of the State of Texas.

The total cost for purchases of Common Stock by Askeladden, on behalf of its clients, including brokerage commissions, was approximately $8,598,392 (including shares held in Askeladden client accounts for Mr. Patel). The source of funds for the shares of Common Stock acquired for the accounts of Askeladden's clients were funds of such clients.

This Amendment No. 2 to Schedule 13D (this 'Amendment No. 2') amends and supplements the Schedule 13D filed on March 27, 2025 (as amended and supplemented through the date of this Amendment No. 1) by the Reporting Persons relating to the common stock of the Issuer. The shares of Common Stock covered by this statement were originally acquired by the Reporting Persons in the ordinary course of business solely for investment purposes and not for the purposes of participating in or influencing the management of the Issuer. The Reporting Persons initially filed Schedule 13G with respect to shares of Common Stock of the Issuer on June 19, 2020 and subsequently filed amendments thereto as required and applicable. The Reporting Persons acquired the Shares based on their belief that they represent an attractive investment opportunity. The Reporting Persons have engaged with the Issuer's management and Board of Directors ('Board') to explore potential avenues to maximize value for all shareholders. On March 20, 2025, Mr. Patel, in compliance with the Issuer's by-laws, submitted to the Issuer formal notice of intent (the '2025 Notice') to present a stockholder proposal and nominate candidates for election to the Issuer's Board, in each case, at the 2025 annual meeting of stockholders of the Issuer (including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof, the '2025 Annual Meeting'). The 2025 Notice stated that at the 2025 Annual Meeting, Mr. Patel, in his capacity as a Nominating Shareholder (as defined in the by-laws), intended to nominate certain individuals for election as directors of the Issuer. On August 21, 2025, the Issuer, Askeladden and Mr. Patel entered into a Cooperation Agreement which provides that the Issuer and the Reporting Persons desire to enter into an agreement regarding the appointment of one new director to the Board and certain other matters on the terms and subject to the conditions set forth in the Cooperation Agreement. The Cooperation Agreement further provides that within one business day following the execution of the Cooperation Agreement, the Board and all applicable committees thereof will take (or cause to be taken) such actions as are necessary to fix the size of the Board at seven directors and to appoint Shawn Kravetz (the 'New Director') to the Board as a director standing for re-election at the 2025 Annual Meeting together with the other persons included in the Board's slate of nominees for election as directors at the 2025 Annual Meeting. The Issuer will (i) recommend that the shareholders of the Issuer vote to elect the New Director as a director of the Issuer at the 2025 Annual Meeting and (ii) use its commercially reasonable efforts to support and solicit proxies for the election of the New Director to serve until the 2026 Annual Meeting in the same manner in which the Issuer supports and solicits proxies for its other nominees up for election in connection with the 2025 Annual Meeting. Concurrently with his appointment to the Board, the New Director shall be appointed to serve on the Nominating and Governance Committee of the Board. Among other provisions, the Cooperation Agreement further provides that from the date of the Cooperation Agreement until one day after the 2026 Annual Meeting the Reporting Persons will not, and will cause their controlled affiliates and their collective covered persons acting on their behalf to not, directly or indirectly, without the prior consent, invitation, or authorization of the Issuer or the Board, in each case, in writing acquire, or offer or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of record or beneficial ownership of any shares of Issuer's Common Stock or securities convertible into shares of the Issuer's Common Stock, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any shares of Issuer's Common Stock or securities convertible into shares of Issuer's Common Stock, in each case, if such acquisition, offer, agreement or transaction would result, if consummated, in the Reporting Parties (together with their Affiliates) having beneficial ownership of, or aggregate economic or voting exposure to, more than 9.99% of the Common Stock outstanding at such time. The Cooperation Agreement is available here: https://www.sec.gov/Archives/edgar/data/8146/000119312525184678/d81040dex101.htm. There is no other agreement, arrangement or understanding between the Reporting Persons and the New Director and any other person or persons who may participate in the solicitation of proxies for election to the Board. Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change if and as consistent with the Cooperation Agreement.

Item 5 is hereby amended and restated in its entirety as follows: The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person as of the time of filing on March 26, 2025, is stated in Items 11 and 13 on the cover page(s) hereto. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D. Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer. The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Number of shares as to which each Reporting Person has i. sole power to vote or direct the vote See Item 7 on the cover page(s) hereto. ii. shared power to vote or direct the vote See Item 8 on the cover page(s) hereto. iii. sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. iv. shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto. The Reporting Persons own directly the shares of Common Stock reported in this Schedule 13D and each of them has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) such shares of Common Stock directly owned by them. As the investment manager of its clients' funds, Askeladden may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock directly owned in each client account. Askeladden does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock owned directly in client accounts. The Reporting Persons have shared voting power and sole dispositive power with regard to 716,233 shares of Common Stock.

The transactions effected by the Reporting Persons in the Common Stock during the past 60 days are set forth on Schedule A to this Statement. Each of these transactions was executed through the open market.

Not applicable as all of the shares of Common Stock that are indicated as beneficially owned by Askeladden are beneficially owned by Askeladden on behalf of its investment advisory clients. In all cases, persons other than Askeladden have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares.

Not applicable.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference. Except as otherwise described herein and in the Joint Filing Agreement, attached hereto as Exhibit 99.1, neither of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to the shares of Common Stock of the Issuer or any other securities of the Issuer. The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Schedule A hereto or otherwise herein. The information contained in Schedule A hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

99.1 Joint Filing Agreement dated March 17, 2025, by and among Askeladden Capital Management LLC and Samir Patel (filed herewith). 99.2 Schedule A - Additional information including the transactions effected by the Reporting Persons in the Common Stock during the past 60 days.