Sec Form 13D Filing - SB Value Partners, L.P. filing for - 2026-01-08

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: "The information disclosed under Item 4 of this Amendment is hereby incorporated by reference into this Item 3. Pursuant to the A&R Consulting Agreement (as defined in Item 4 of this Amendment) and in consideration of both the consulting and advisory services provided by the Reporting Person under and exceeding the scope of the Consulting Agreement and the consulting and advisory services to be provided by the Reporting Person under the A&R Consulting Agreement, the Issuer agreed to issue, on or about January 6, 2026, (i) 350,000 shares of the Common Stock to the Reporting Person (or its designated affiliate), and (ii) 20,500 shares of the Common Stock to a designated affiliate of the Reporting Person, as more fully disclosed in Item 4 of this Amendment. No cash consideration was or will be paid by the Reporting Person in connection with the acquisition of the foregoing shares."

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: "The information disclosed under Item 3 of this Amendment is hereby incorporated by reference into this Item 4. As a result of the value of the services provided to date by the Reporting Person under the Consulting Agreement and services provided by the Reporting Person beyond the scope of the Consulting Agreement, the Issuer entered into an Amended and Restated Consulting Agreement (the "A&R Consulting Agreement") with the Reporting Person on January 6, 2026 pursuant to which, among other things, the Issuer expands and supplements the nature and scope of the consulting services to be provided by the Reporting Person beyond the Issuer's wealth management division (the "Phase II Consulting Services"). Under the A&R Consulting Agreement, in addition to the services to be provided under the Consulting Agreement, the Reporting Person is also engaged by the Issuer to perform, for the period from January 6, 2026 to June 30, 2026, which automatically extends for additional 6-month periods (up to end of the 4-year term of the Consulting Agreement) unless either party gives a written notice of termination at least 30 days prior to the end of the applicable 6-month period (such period, the "Phase II Consulting Period"), the Phase II Consulting Services, which include (i) developing, in conjunction with the appropriate Issuer managers, business development plans for an agreed upon number of the Issuer's business lines if, when and where applicable; (ii) developing, in conjunction with the appropriate Issuer managers, revenue, assets under management, and cash generated goals and objectives for an agreed upon number of the Issuer's business lines if, when and where applicable; (iii) developing, in conjunction with the appropriate Issuer managers, key performance indicators and actionable reporting plans relating to key performance indicators of select Issuer business lines; (iv) developing, in conjunction with the appropriate Issuer managers, written policies relating specifically to performance and accountability of select Issuer business lines; and (v) consulting with appropriate Issuer personnel regarding best in class shareholder relations and communications. In connection with the Phase II Consulting Services, 2 experienced and senior level employees (the "Seconded SBV Employees") of the Reporting Person, who have been previously identified to the Issuer, will be made available on a full-time basis during the Phase II Consulting Period to assist with and provide specific Phase II Consulting Services as agreed upon by the Issuer and the Reporting Person. In consideration of (i) the consulting and advisory services under the Consulting Agreement since April 2025, (ii) services provided by the Reporting Person since April 2025 that exceeded the scope of consulting and advisory services under the Consulting Agreement, and (iii) the Phase II Consulting Services, the Issuer agreed to issue on or about January 6, 2026 (a) to the Reporting Person (or its designated affiliate), 350,000 shares (the "SBV Shares") of the Common Stock and (b) an aggregate of 83,000 shares (the "Employee Incentive Shares") of the Common Stock for the benefit of certain employees or affiliates of the Reporting Person (including 20,500 shares of the Common Stock to be issued to a designated affiliate of the Reporting Person), including the Seconded SBV Employees, who are engaged in performing the consulting and advisory services under the Consulting Agreement or the Phase II Consulting Services. The issuance of the foregoing shares is in lieu of the issuance of shares described in the Consulting Agreement. In addition, for the Phase II Consulting Services, the Issuer will (i) pay the Reporting Person $20,000 per month in cash during the Phase II Consulting Period, (ii) reimburse the Reporting Person up to $20,000 per month during the Phase II Consulting Period for the base salaries and benefits of the 2 Seconded SBV Employees, and (iii) make incentive cash payments to the Reporting Person with respect to specific tasks performed by the Seconded SBV Employees and in amounts agreed upon in good faith by the Issuer and the Reporting Person. In addition, the Issuer will reimburse the Reporting Person for all of its reasonable out-of-pocket expenses incurred by or on behalf of the Reporting Person in connection with the A&R Consulting Agreement. Under the A&R Consulting Agreement, the Reporting Person agrees that it will not, and its affiliates will not, transfer without the prior written consent of the Issuer (i) any of the SBV Shares until the later of (a) December 31, 2027, or (b) the expiration or termination of the Phase II Consulting Period, and (ii) any of the Current SBV Shares until the expiration or termination of the Phase II Consulting Period (each date, as applicable, the "Permitted Share Transfer Date"). For a 1-year period following the applicable Permitted Share Transfer Date, the Issuer has the right to purchase any of the SBV Shares, or the shares currently beneficially owned by the Reporting Persons, that the Reporting Person or its affiliate desire to transfer, as described in a written notice to the Issuer and pursuant to the terms set forth in the A&R Consulting Agreement. The A&R Consulting Agreement will remain in effect until the earlier of April 15, 2029, or the termination of the Cooperation Agreement. Either party may terminate the A&R Consulting Agreement in the event of an uncured material breach of the A&R Consulting Agreement by the other party. The term of the A&R Consulting Agreement may be extended at any time by mutual written agreement of the parties, with the termination date of the A&R Consulting Agreement being extended for a corresponding timeframe. The foregoing description of the A&R Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the A&R Consulting Agreement and the Issuer's press release, dated January 7, 2026, copies of which are incorporated herein by reference to Exhibit 4 and Exhibit 5 to this Amendment, respectively."

Item 5 of the Schedule 13D 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 the Reporting Person is stated in Items 11 and 13 on the cover page hereto.

Number of shares as to which the Reporting Person has: (i) sole power to vote or to direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or to 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.

Transactions in the Common Stock that were effected during the past 60 days by the Reporting Person are described below. On November 11, 2025, pursuant to various open market sales, the Reporting Person sold, on behalf of the Client, an aggregate of 142 shares of Common Stock at a price of $3.11 per share. On November 12, 2025, pursuant to various open market sales, the Reporting Person sold, on behalf of the Client, an aggregate of 8,820 shares of Common Stock at a price of $3.14 per share. On November 14, 2025, pursuant to an open market sale, the Reporting Person sold, on behalf of the Client, 1 share of Common Stock at a price of $3.10 per share. On November 17, 2025, pursuant to various open market sales, the Reporting Person sold, on behalf of the Client, an aggregate of 8,275 shares of Common Stock at a price of $3.10 per share. On November 18, 2025, pursuant to various open market sales, the Reporting Person sold, on behalf of the Client, an aggregate of 9,100 shares of Common Stock at a price of $3.03 per share. On December 19, 2025, pursuant to various open market sales, the Reporting Person sold, on behalf of the Client, an aggregate of 1,641 shares of Common Stock at a price of $3.10 per share. Except as otherwise described herein, including the issuance of the shares of Common Stock as disclosed in Items 3 and 4 of this Amendment, no transactions in the Common Stock were effected during the past 60 days by the Reporting Person.

No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D.

Not applicable."

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: "The information disclosed under Item 4 of this Amendment is hereby incorporated by reference into this Item 6."

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: "4 Amended and Restated Consulting Agreement, dated as of January 6, 2026, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 7, 2026). 5 Press Release, dated January 7, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 7, 2026)."