(e) | During the last five years, the Reporting Person has not 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.
Except as set forth in this Amendment No. 2, there are no material changes to this Item 2 from Amendment No. 1. |
| The source of funds for the following purchases reported on this Amendment No. 2 was the personal funds of the Reporting Person. Except as otherwise noted, such transactions were effected in the open market, and the price listed is rounded to the nearest cent and does not reflect brokerage commissions paid. The Reporting Person undertakes to provide to the staff of the Commission, upon request, full information regarding the number of shares purchased or sold at each separate price as described herein.
Since the filing of Amendment No. 1, the Reporting Person has purchased 67,400 shares of Common Stock in open-market transactions, and the Reporting Person has purchased in open-market transactions and currently holds 100 American-style call options to purchase an aggregate of 10,000 shares of Common Stock, as described in more detail below:
On July 18, 2024, 2,700 shares of Common Stock were purchased by the Reporting Person in an open-market transaction at a weighted average price of $9.32 per share.
On July 19, 2024, 700 shares of Common Stock were purchased by the Reporting Person in an open-market transaction at a weighted average price of $9.12 per share.
On December 3, 2024, 30,000 shares of Common Stock were purchased by the Reporting Person in an open-market transaction at a weighted average price of $7.88 per share.
On January 15, 2025, 5,000 shares of Common Stock were purchased by the Reporting Person in an open-market transaction at a weighted average price of $6.95 per share.
On February 14, 2025, 14,000 shares of Common Stock were purchased by the Reporting Person in an open-market transaction at a weighted average price of $6.97 per share.
On February 18, 2025, 10,000 shares of Common Stock were purchased by the Reporting Person in an open-market transaction at a weighted average price of $7.26 per share.
On February 19, 2025, the Reporting Person purchased 50 call options to purchase an aggregate of 5,000 shares of Common Stock expiring on July 18, 2025 (strike price $8.00) at a price of $0.65 per option.
On February 20, 2025, the Reporting Person purchased 50 call options to purchase an aggregate of 5,000 shares of Common Stock expiring on October 17, 2025 (strike price $8.00) at a price of $0.75 per option.
On February 21, 2025, 500 shares of Common Stock were purchased by the Reporting Person in an open-market transaction at a weighted average price of $7.03 per share.
On February 24, 2025, 4,500 shares of Common Stock were purchased by the Reporting Person in an open-market transaction at a weighted average price of $7.07 per share.
In addition to the above, on March 27, 2024, 175,000 shares of Common Stock were issued pursuant to a grant to the Reporting Person in his capacity as an executive officer of the Issuer pursuant to the Issuer's 2011 Equity Incentive Plan, as amended and restated.
Except as set forth in this Amendment No. 2, there are no material changes to this Item 3 from Amendment No. 1. |
(a) | Aggregate number and percentage of class beneficially owned: 1,696,403 shares, or 8.33% of the class, based on 20,374,165 shares of Common Stock outstanding as of February 25, 2025, based on information received from the Issuer. |
| The Reporting Person has the right to purchase 10,000 shares of Common Stock pursuant to 100 exchange-traded American-style call option contracts, 50 of which expire on July 18, 2025 and 50 of which expire on October 17, 2025, both with a strike price of $8.00.
The first paragraph of Item 6 is hereby amended and restated in its entirety to read as follows:
As described herein, the Reporting Person has been, and is expected in the future to be, granted shares of Common Stock in accordance with the Issuer's 2011 Equity Incentive Plan, as amended and restated. Certain of such shares of Common Stock are subject to vesting provisions, as follows: 52,500 shares of Common Stock will vest on March 27, 2025, and 70,000 shares of Common Stock will vest on September 26, 2025.
Except as set forth in this Amendment No. 2, there are no material changes to this Item 6 from Amendment No. 1. |