Sec Form 13D Filing - Jumana Capital Investments LLC filing for - 2025-11-04

Item 3 is hereby amended and restated to read as follows: The Shares purchased by JCP Partnership and held in the JCP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 455,717 Shares owned directly by JCP Partnership is approximately $2,151,992, including brokerage commissions. The aggregate purchase price of the 373,774 Shares held in the JCP Accounts is approximately $1,765,947, including brokerage commissions. The securities of the Issuer purchased by Jumana Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,524,905 Shares directly owned by Jumana Capital is approximately $20,235,704, including brokerage commissions. The aggregate purchase price of the call options exercisable into 50,000 Shares owned directly by Jumana Capital is approximately $37,131, including brokerage commissions.

Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 51,498,994 Shares outstanding as of October 29, 2025, which is the total number of Shares outstanding as reported in Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2025. As of the date hereof, JCP Partnership beneficially owned 455,717 Shares, constituting approximately 0.9% of the Shares outstanding. JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 455,717 Shares owned by JCP Partnership, constituting approximately 0.9% of the Shares outstanding. JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 455,717 Shares owned by JCP Partnership, constituting approximately 0.9% of the Shares outstanding. As of the date hereof, 373,774 Shares were held in the JCP Accounts, constituting approximately 0.7% of the Shares outstanding. JCP Management, as the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 455,717 Shares owned by JCP Partnership and (ii) 373,774 Shares held in the JCP Accounts, constituting approximately 1.6% of the Shares outstanding. Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 455,717 Shares owned by JCP Partnership and (ii) 373,774 Shares held in the JCP Accounts, constituting approximately 1.6% of the Shares outstanding. As of the date hereof, Jumana Capital beneficially owned 4,574,905 Shares, including 50,000 Shares underlying certain call options that are currently exercisable, constituting approximately 8.9% of the Shares outstanding. Mr. Martin, as the Manager of Jumana Capital, may be deemed the beneficial owner of the 4,574,905 Shares owned by Jumana Capital, constituting approximately 8.9% of the Shares outstanding. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 5(c) is hereby amended and restated to read as follows: The transactions in the securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

Item 6 is hereby amended to add the following: On November 4, 2025, the Reporting Persons executed the Termination Agreement, thereby terminating the Group Agreement. A copy of the Termination Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference. On November 4, 2025, Jumana Capital and Mr. Martin entered into a Joint Filing Agreement pursuant to which they 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. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. As previously disclosed, Jumana Capital sold short exchange-listed put options referencing an aggregate of 37,500 Shares at an exercise price of $5 per Share, which had an expiration date of September 19, 2025. All of such put options expired on September 19, 2025. As previously disclosed, Jumana Capital purchased exchange-listed call options referencing an aggregate of 75,000 Shares, which had an exercise price of $5 per Share and an expiration date of September 19, 2025. As set forth in Exhibit 1, all of such call options were exercised on September 19, 2025. As previously disclosed, Jumana Capital purchased exchange-listed call options referencing an aggregate of 660,000 Shares, which had an exercise price of $5 per Share and an expiration date of November 21, 2025. As set forth in Exhibit 1, Jumana Capital sold all of such call options on October 21, 2025, and accordingly, Jumana Capital no longer has any exposure to such call options.

Item 7 is hereby amended to add the following exhibits: 1 - Transactions in Securities. 99.1 - Termination Agreement, dated November 4, 2025. 99.2 - Joint Filing Agreement, dated November 4, 2025.