Kaspien Holdings Inc.
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. ☐
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
| 1 |
NAME OF REPORTING PERSON
Neil S. Subin |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐
|
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF-AF-OO |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316(1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
300,084(2) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(3) |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
|
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of common stock (“Common Stock”) of Kaspien Holdings Inc. (the “Issuer”) issuable upon
exercise of warrants held by certain of the Reporting Persons (as defined herein). Mr. Subin disclaims beneficial ownership of any
shares other than to the extent he may have a pecuniary interest therein. |
| (2) |
Represents
(i) 1,750 shares of Common Stock owned by AMIL Of Ohio, LLC; (ii) 300 shares of Common Stock owned by Catherine C. Miller Irrevocable
Trust DTD 3/26/91; (iii) 200 shares of Common Stock owned by Catherine C. Miller Trust A-2; (iv) 5,639 shares of Common Stock owned
by Catherine C. Miller Trust A-3; (v) 22,448 shares of Common Stock owned by Catherine Miller Trust C; (vi) 300 shares of Common
Stock owned by Kimberley S. Miller GST Trust DTD 12/17/1992; (vii) 26,105 shares of Common Stock owned by LIMFAM LLC; (viii) 1,359
shares of Common Stock owned by Lloyd I. Miller Trust A-1; (ix) 25,686 shares of Common Stock owned by Susan F. Miller Spousal Trust
A-4; (x) 25,685 of Common Stock owned by Miller Family Education and Medical Trust; (xi) 300 shares of Common Stock owned by Lloyd
I. Miller, III Irrevocable Trust DTD 12/31/91; (xii) 59,490 shares of Common Stock owned by LIM III Estate LLC; (xiii) 3,128 shares
of Common Stock owned by MILFAM I L.P.; (xiv) 123,619 shares of Common Stock owned by MILFAM II L.P.; (xv) 2,274 shares of Common
Stock owned by MILFAM III LLC; and (xvi) 1,801 shares of Common Stock owned by Susan F. Miller. Mr. Subin is the President and Manager
of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of the foregoing entities formerly managed
or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of a number of the foregoing trusts for the
benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified
in clauses (i) through (xvi) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the
extent he may have a pecuniary interest therein. |
| (3) |
The percentage
reported in this Amendment No. 2 to the Statement on Schedule 13D (this “Amendment”) is based upon 5,289,879 shares
of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) of the Securities and Exchange Act of 1934, as
amended (“Rule 13d-3(d)(1)”), calculated as the sum of 4,964,753 shares of Common Stock outstanding according to
the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “SEC”)
on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants held by certain
of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
MILFAM LLC |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF-AF-OO |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
297,383(2) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(3) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. MILFAM
LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
Represents
(i) 1,750 shares of Common Stock owned by AMIL Of Ohio, LLC; (ii) 200 shares of Common Stock owned by Catherine C. Miller Trust A-2;
(iii) 5,639 shares of Common Stock owned by Catherine C. Miller Trust A-3; (iv) 22,448 shares of Common Stock owned by Catherine
Miller Trust C; (v) 26,105 shares of Common Stock owned by LIMFAM LLC; (vi) 1,359 shares of Common Stock owned by Lloyd I. Miller
Trust A-1; (vii) 25,686 shares of Common Stock owned by Susan F. Miller Spousal Trust A-4; (viii) 25,685 of Common Stock owned by
Miller Family Education and Medical Trust; (ix) 3,128 shares of Common Stock owned by MILFAM I L.P.; (x) 123,619 shares of Common
Stock owned by MILFAM II L.P.; (xi) 2,274 shares of Common Stock owned by MILFAM III LLC; and (xii) 59,490 shares of Common Stock
owned by LIM III Estate LLC. MILFAM LLC serves as manager, general partner, or investment advisor of the foregoing entities formerly
managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed the beneficial owner of the shares specified
in clauses (i) through (xii) of the preceding sentence. MILFAM LLC disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
| (3) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Alimco Financial Corporation |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316(1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
472,854(2) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(3) |
|
| 14 |
TYPE OF REPORTING PERSON
CO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Alimco
Financial Corporation disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
Represents
152,854 shares of Common Stock owned by Alimco Re Ltd. and 320,000 shares of Common Stock issuable to Alimco Re Ltd. upon exercise
of a warrant held by it. Alimco Financial Corporation is the sole shareholder of Alimco Re Ltd., consequently it may be deemed to
be the beneficial owner of 100% of the shares held by Alimco Re Ltd. Alimco Financial Corporation disclaims beneficial ownership
of any shares other than to the extent it may have a pecuniary interest therein. |
| (3) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Alimco Re Ltd. |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Islands of Bermuda |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
472,854(2) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(3) |
|
| 14 |
TYPE OF REPORTING PERSON
OO** |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Alimco Re Ltd.
disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
Represents
152,854 shares of Common Stock owned by it and 320,000 shares of Common Stock issuable to it upon exercise of a warrant. |
| (3) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Jonathan Marcus |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF-OO |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
6,874 (1) |
|
| 8 |
SHARED VOTING POWER
1,535,316 (2) |
|
| 9 |
SOLE DISPOSITIVE POWER
6,874 (1) |
|
| 10 |
SHARED DISPOSITIVE POWER
479,728 (3) |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,542,190(1) (2) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%(4) |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Represents the shares held by Jonathan Marcus, including
874 shares of Common Stock of the Issuer that are issuable through the exercise of vested options. The number of shares does not include
2,376 shares of Common Stock of the Issuer issuable upon the exercise of options that will not vest within 60 days. |
| (2) | Represents the aggregate number of shares beneficially owned
by the parties to the voting agreement described in Item 6 herein, including 325,126 shares of Common Stock of the Issuer issuable upon
exercise of warrants held by certain of the Reporting Persons. Mr. Marcus disclaims beneficial ownership of any shares other than to
the extent he may have a pecuniary interest therein. |
| (3) |
Represents
the shares held by Alimco Re Ltd. Mr. Marcus is the Chief Executive Officer of Alimco Financial Corporation, the sole shareholder
of Alimco Re Ltd., and the Chief Executive Officer of Alimco Re Ltd., consequently, he may be deemed the beneficial owner of 100%
of the shares held by Alimco Re. Ltd. Mr. Marcus disclaims beneficial ownership of any shares other than to the extent he may have
a pecuniary interest therein. |
| (4) |
The percentage
reported in this Amendment is based upon 5,290,753 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons, plus 874 shares of Common Stock of the Issuer that are issuable through the exercise of
vested options granted to Jonathan Marcus. |
| 1 |
NAME OF REPORTING PERSON
AMIL Of Ohio, LLC |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
1,750 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. AMIL Of Ohio, LLC
disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons |
| 1 |
NAME OF REPORTING PERSON
Catherine C. Miller Irrevocable Trust dtd 3/26/91 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
300 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Catherine
C. Miller Irrevocable Trust dtd 3/26/91 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary
interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons . |
| 1 |
NAME OF REPORTING PERSON
Catherine C Miller Trust A-2 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
200 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Catherine C Miller
Trust A-2 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Catherine C Miller Trust A-3 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
5,639 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Catherine C Miller
Trust A-3 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Catherine Miller Trust C |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
22,448 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Catherine Miller
Trust C disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Kimberley S. Miller GST Trust dtd 12/17/1992 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
300 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Kimberley S. Miller
GST Trust dtd 12/17/1992 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
LIMFAM LLC |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
26,105 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. LIMFAM LLC disclaims
beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Lloyd I. Miller Trust A-1 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
1,359 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Lloyd I Miller
Trust A-1 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Susan F. Miller Spousal Trust A-4 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
25,686 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126 shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Susan F. Miller Spousal Trust A-4disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Miller Family Education and Medical Trust |
|
| 2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC USE
ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
25,685 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Miller Family Education
and Medical Trust disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
LIM III Estate LLC |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
59,490 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. LIM III Estate
LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
MILFAM I L.P. |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316(1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
3,128 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316(1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. MILFAM I L.P. disclaims
beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Personsr. |
| 1 |
NAME OF REPORTING PERSON
MILFAM II L.P. |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
123,619 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
PN |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. MILFAM II L.P.
disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
MILFAM III LLC |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
2,274 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. MILFAM III LLC
disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons . |
| 1 |
NAME OF REPORTING PERSON
Susan F. Miller |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
1,801 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
IN |
| (1) |
Represents the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126 shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Susan F. Miller disclaims beneficial ownership of any shares other than to the extent she may have a pecuniary interest therein. |
| (2) |
The percentage reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants held by certain of the Reporting Persons. |
| 1 |
NAME OF REPORTING PERSON
Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☒
(b) ☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF |
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,535,316 (1) |
|
| 9 |
SOLE DISPOSITIVE POWER
0 |
|
| 10 |
SHARED DISPOSITIVE POWER
300 |
|
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,316 (1) |
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%(2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| (1) |
Represents
the aggregate number of shares beneficially owned by the parties to the voting agreement described in Item 6 herein, including 325,126
shares of Common Stock of the Issuer issuable upon exercise of warrants held by certain of the Reporting Persons. Lloyd I. Miller,
III Irrevocable Trust dtd 12/31/91 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary
interest therein. |
| (2) |
The percentage
reported in this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1),
calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report on Form 10-Q filed by the
Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable upon exercise of warrants
held by certain of the Reporting Persons. |
AMENDMENT NO. 2 TO SCHEDULE
13D
This Amendment is filed on
behalf of (i) Neil S. Subin; (ii) MILFAM LLC; (iii) Alimco Financial Corporation (“Alimco”); (iv) Alimco Re Ltd.,
a wholly-owned subsidiary of Alimco (“Alimco Re”); (v) Jonathan Marcus; (vi) AMIL Of Ohio, LLC; (vii) Catherine C.
Miller Irrevocable Trust dtd 3/26/91; (viii) Catherine C Miller Trust A-2; (ix) Catherine C Miller Trust A-3; (x) Catherine Miller Trust
C; (xi) Kimberley S. Miller GST Trust dtd 12/17/1992; (xii) LIMFAM LLC; (xiii) Lloyd I. Miller Trust A-1; (xiv) Susan F. Miller Spousal
Trust A-4 (“Susan A-4”); (xv) Miller Family Education and Medical Trust (“Miller Trust”); (xvi)
LIM III Estate LLC (“LIM Estate”); (xvii) MILFAM I L.P.; (xviii) MILFAM II L.P.; (xix) MILFAM III LLC; (xx) Susan
F. Miller; and (xxi) Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 (such persons, trusts and entities named in the preceding items
(i) through (xxi), collectively, the “Reporting Persons”). This Amendment modifies the original Schedule 13D filed
by the Reporting Persons (excluding Susan A-4, Miller Trust, and LIM Estate) with the SEC on April 9, 2020, and Amendment No. 1 to the
Schedule 13D filed by the Reporting Persons (excluding LIM Estate) on with the SEC March 9, 2022 (as previously amended, the “Prior
13D”).
This Amendment is being filed
to report that, since the filing of the Prior 13D, a material change occurred in the percentage of shares beneficially owned by the Reporting
Persons due to the change in shares outstanding per the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 13,
2022. In addition, this Amendment is being filed to report certain transfers of shares, resulting in the addition of one new Reporting
Person, LIM Estate. On September 30, 2022, Lloyd I. Miller, III Revocable Trust transferred 59,490 shares of Common Stock to LIM Estate.
Capitalized terms used but
not otherwise defined in this Amendment have the meanings ascribed to such terms in the Prior 13D. Except as expressly amended and supplemented
by this Amendment, the Prior 13D is not amended or supplemented in any respect, and the disclosures set forth in the Prior 13D, other
than as amended herein are incorporated by reference herein.
Item
1. Security and Issuer
This Amendment relates to the
Common Stock of the Issuer, whose principal executive offices are located at 2818 N. Sullivan Road, Suite #130, Spokane Valley, Washington
99216.
Item
2. Identity and Background
Item
2(a), (b), (c) and (f) are hereby amended and modified to include the following (which shall
be in addition to the information previously included in the Prior 13D):
| (i) | Mr. Subin, whose principal business address is 2336 SE Ocean
Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s principal occupation is investing assets held, among others, by or on behalf
of or for the benefit of the Miller Entities and other entities. Mr. Subin is a United States citizen. |
| (ii) | MILFAM LLC, whose principal executive offices are located
at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM LLC is managing and investing assets held,
among others, by or on behalf of or for the benefit of, and advising, certain of the Miller Entities and other entities. MILFAM LLC is
a limited liability company formed under the laws of Delaware. Mr. Subin is the manager of MILFAM LLC. |
| (iii) | Alimco, whose principal executive offices are located at
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Alimco is a diversified, national asset manager and alternative finance company
that invests capital into small businesses. Alimco is a corporation formed under the laws of Delaware. |
| (iv) | Alimco Re, whose principal executive offices are located
at c/o Strategic Risk Solutions, Cumberland House, 6th Floor, 1 Victoria Street, Hamilton HM 12, Bermuda. The principal business of Alimco
Re is reinsurance. Alimco Re is a corporation formed under the laws of the Islands of Bermuda. |
| (v) | Jonathan Marcus, whose principal business address is 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Marcus’ principal occupation is the management of Alimco and its subsidiaries.
Mr. Marcus is a United States citizen. |
| (vi) | AMIL Of Ohio LLC, whose principal business address is 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of AMIL Of Ohio LLC is to hold investments. AMIL Of Ohio LLC,
is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of AMIL Of Ohio LLC. |
| (vii) | Catherine C. Miller Irrevocable Trust dtd 3/26/91, whose
principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C. Miller Irrevocable Trust dtd 3/26/91 is a trust
for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the
trustee of Catherine C. Miller Irrevocable Trust dtd 3/26/91. |
| (viii) | Catherine C Miller Trust A-2, whose principal address is
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Trust A-2 is a trust for the benefit of the Miller Family. To
the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Catherine C Miller
Trust A-2. |
| (ix) | Catherine C Miller Trust A-3, whose principal address is
2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine C Miller Trust A-3 is a trust for the benefit of the Miller Family. To
the extent such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Catherine C Miller
Trust A-3. |
| (x) | Catherine Miller Trust C, whose principal address is 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Catherine Miller Trust C is a trust for the benefit of the Miller Family. To the extent
such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Catherine Miller Trust C. |
| (xi) | Kimberley S. Miller GST Trust dtd 12/17/1992, whose principal
address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Kimberley S. Miller GST Trust dtd 12/17/1992 is a trust for the benefit
of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the trustee of Kimberley
S. Miller GST Trust dtd 12/17/1992. |
| (xii) | LIMFAM LLC, whose principal address is 2336 SE Ocean Blvd,
Suite 400, Stuart, Florida 34996. The principal business of LIMFAM LLC is to hold investments. LIMFAM LLC is a limited liability company
formed under the laws of Delaware. MILFAM LLC is the manager of LIMFAM LLC. |
| (xiii) | Lloyd I. Miller Trust A-1, whose principal address is 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller Trust A-1 is a trust for the benefit of the Miller Family. To the extent
such concept is applicable, the trust is a United States citizen. MILFAM LLC is the Investment Advisor of Lloyd I. Miller Trust A-1. |
| (xiv) | Susan A-4, whose principal address is 2336 SE Ocean Blvd,
Suite 400, Stuart, Florida 34996. Susan A-4 is a trust for the benefit of the Miller Family. To the extent such concept is applicable,
the trust is a United States citizen. Mr. Subin is the trustee of Susan A-4. |
| (xv) | Miller Trust, whose principal address is 2336 SE Ocean Blvd,
Suite 400, Stuart, Florida 34996. Miller Trust is a trust for the benefit of the Miller Family. To the extent such concept is applicable,
the trust is a United States citizen. Mr. Subin is the trustee of Miller Trust. |
| (xvi) | LIM Estate, whose principal address is 2336 SE Ocean Blvd,
Suite 400, Stuart, Florida 34996. The principal business of LIM Estate is to hold investments. LIM Estate is a limited liability company
formed under the laws of Delaware. MILFAM LLC is the manager of LIM Estate. |
| (xvii) | MILFAM I L.P, whose principal executive offices are located
at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM I L.P. is as an investment fund. MILFAM I L.P.
is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM I L.P. |
| (xviii) | MILFAM II L.P., whose principal executive offices are located
at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM II L.P. is as an investment fund. MILFAM II
L.P. is a limited partnership formed under the laws of Delaware. MILFAM LLC is the general partner of MILFAM II L.P. |
| (xix) | MILFAM III LLC, whose principal executive offices are located
at 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. The principal business of MILFAM III LLC is as an investment fund. MILFAM III
LLC is a limited liability company formed under the laws of Delaware. MILFAM LLC is the manager of MILFAM III LLC. |
| (xx) | Susan F. Miller, whose principal business address is 2336
SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Ms. Miller’s principal occupation is homemaker. Ms. Miller is a United States
citizen. |
| (xxi) | Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91, whose
principal address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91 is a trust
for the benefit of the Miller Family. To the extent such concept is applicable, the trust is a United States citizen. Mr. Subin is the
trustee of Lloyd I. Miller, III Irrevocable Trust dtd 12/31/91. |
Additional Information
The names, addresses and principal
occupations of each of Alimco’s and Alimco Re’s executive officers and board of directors and any other persons ultimately
in control of those entities are set forth below.
Alimco
Neil S. Subin, Director, whose
principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Subin’s principal occupation is investing
assets held, among others, by or on behalf of or for the benefit of the Miller Entities and other entities. Mr. Subin is a United States
citizen.
Jonathan Marcus, Chief Executive
Officer and Director, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Marcus’ principal
occupation is the management of Alimco and its subsidiaries. Mr. Marcus is a United States citizen.
Alan Howe, Director, whose
principal business address is 10755 Scripps Poway Parkway, San Diego, California 92131. Mr. Howe’s principal occupation is as Managing
Partner of Broadband Initiatives LLC, a boutique corporate advisory and consulting firm. Mr. Howe is a United States citizen.
Skyler Wichers, Director, whose
principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Wichers’ principal occupation is investing
assets held, among others, by or on behalf of or for the benefit of the Miller Entities and other entities. Mr. Wichers is a United States
citizen.
Alimco Re
Jonathan Marcus, Chief Executive
Officer and Director, whose principal business address is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996. Mr. Marcus’ principal
occupation is the management of Alimco and its subsidiaries. Mr. Marcus is a United States citizen.
Robert Forness, Director, whose
principal business address is 16 Burnaby Street, Hamilton Bermuda. Mr. Forness’ principal occupation is as Chief Executive Officer
of Multi-Strat Holdings Ltd, a reinsurance firm headquartered in Bermuda. Mr. Forness is a United States citizen.
Dennis Johnson, Director, whose
principal business address is 2928 Armfield Ave., Burlington, North Carolina 27215. Mr. Johnson’s principal occupation is as an
advisor to the insurance industry. Mr. Johnson is a United States citizen.
Terence Power, Director, whose
principal business address is 141 Front Street, Hamilton Bermuda. Mr. Power’s principal occupation is as President of Dyna Management
Services Ltd., an advisory firm to the insurance industry. Mr. Power is a citizen of Ireland.
(d) No Reporting Person has
during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the knowledge
of the Reporting Persons, no person specified by Instruction C has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No Reporting Person,
during the last five years, was 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.
To the knowledge of the Reporting
Persons, no persons specified by Instruction C, during the last five years, was 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.
Item 4. Purpose of the Transaction
Item 4 is hereby amended
and modified to include the following (which shall be in addition to the information previously included in the Prior 13D):
This Amendment is being filed
to report that, since the filing of the Prior 13D, a material change occurred in the percentage of shares beneficially owned by the Reporting
Persons due to the change in shares outstanding per the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 13,
2022. In addition, this Amendment is being filed to report certain transfers of shares, resulting in the addition of one new Reporting
Persons, LIM Estate. On September 30, 2022, Lloyd I. Miller, III Revocable Trust transferred 59,490 shares of Common Stock to LIM Estate.
Item 5. Interest in Securities
of the Issuer
Item 5 is hereby amended and modified to include
the following:
(a) and (b).
The percentage reported in
this Amendment is based upon 5,289,879 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) (“Common
Stock Outstanding”), calculated as the sum of 4,964,753 shares of Common Stock outstanding according to the Quarterly Report
on Form 10-Q filed by the Issuer with the SEC on December 13, 2022, plus 325,126 shares of Common Stock of the Issuer that are issuable
upon exercise of warrants held by certain of the Reporting Persons, besides for Mr. Marcus whose Common Stock Outstanding number is 5,290,753,
which includes 874 shares of Common Stock of the Issuer that are issuable through the exercise of vested options granted to him .
As members of the Group,
each Reporting Person and each Other Group Member, may be deemed to share voting power over the aggregate number of shares, 1,535,316,
held by all the members of the Group, constituting 29.0% of the Common Stock Outstanding. The Reporting Persons disclaim beneficial ownership
of any shares other than to the extent he, she or it may have a pecuniary interest therein.
The aggregate number and
percentage of shares of Common Stock over which each Reporting Person may have dispositive power are as follows:
| i. | Mr. Subin is the President
and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor
of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller,
III, and Mr. Subin also serves as trustee of a number of the foregoing trusts for the benefit
of the family of the late Mr. Lloyd I, Miller, III, consequently, he may be deemed to share
dispositive power over 300,084 held by the entities and trusts specified in paragraphs (vi)
through (xxi) below, constituting 5.7% of the shares of Common Stock Outstanding. Mr. Subin
disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary
interest therein. |
| ii. | MILFAM LLC, serves as manager, general
partner, or investment advisor of a number of the entities formerly managed or advised by
the late Lloyd I. Miller, III, consequently, it may be deemed to share dispositive power
over 297,893 held by the entities and trusts specified in paragraphs (vi), (viii), (ix),
(x), (xii), (xiii), (xiv), (xv), (xvii), (xviii), and (xix) below, constituting 5.6% of the
shares of the Common Stock Outstanding. MILFAM LLC disclaims beneficial ownership of any
shares other than to the extent it may have a pecuniary interest therein. |
| iii. | Alimco, as the sole shareholder of
Alimco Re, may be deemed to share dispositive power over a total of 472,854 shares of Common
Stock consisting of 152,854 shares of Common Stock owned by Alimco Re and 320,000 shares
of Common Stock issuable to Alimco Re upon exercise of the 2022 Alimco Warrant, constituting
approximately 8.9% of the Common Stock Outstanding. Alimco disclaims beneficial ownership
of any shares other than to the extent it may have a pecuniary interest therein. |
| iv. | Alimco Re, through its ownership of
152,854 shares of Common Stock, and its right to receive 320,000 shares of Common Stock upon
exercise of the 2022 Alimco Warrant may be deemed to share dispositive power over a total
of 472,854 shares of Common Stock, constituting approximately 8.9% of the Common Stock Outstanding.
Alimco Re disclaims beneficial ownership of any shares other than to the extent it may have
a pecuniary interest therein. |
| v. | Mr. Marcus has sole dispositive power
over a total of 6,874 shares of Common Stock, which includes 874 shares of Common Stock of
the Issuer that are issuable through the exercise of vested options granted to Mr. Marcus,
and as the Chief Executive Officer of Alimco, may be deemed to share dispositive power over
a total of 152,854 shares of Common Stock, and its right to receive 320,000 shares of Common
Stock upon exercise of the 2022 Alimco Warrant may be deemed to share dispositive power over
a total of 479,728 shares of Common Stock, constituting approximately 9.1% of the Common
Stock Outstanding. Mr. Marcus disclaims beneficial ownership of any shares other
than to the extent he may have a pecuniary interest therein. |
| vi. | AMIL Of Ohio, LLC, as the owner of 1,750
shares of Common Stock, may be deemed to share dispositive power over 1,750 shares of Common
Stock with MILFAM LLC and Mr. Subin, constituting 0.0% (0.03% when rounded to the nearest
hundredth) of the Common Stock Outstanding. AMIL Of Ohio, LLC disclaims beneficial ownership
of any shares other than to the extent it may have a pecuniary interest therein. |
| vii. | Catherine C. Miller Irrevocable Trust
dtd 3/26/91, as the owner of 300 shares of Common Stock, may be deemed to share dispositive
power over 300 shares of Common Stock with Mr. Subin, constituting 0.0% (0.005% when rounded
to the nearest thousandth) of the Common Stock Outstanding. Catherine C. Miller Irrevocable
Trust dtd 3/26/91 disclaims beneficial ownership of any shares other than to the extent it
may have a pecuniary interest therein. |
| viii. | Catherine C Miller Trust A-2, as the
owner of 200 shares of Common Stock, may be deemed to share dispositive power over 200 shares
of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.0% (0.004% when rounded to
the nearest thousandth) of the Common Stock Outstanding. Catherine C Miller Trust A-2 disclaims
beneficial ownership of any shares other than to the extent it may have a pecuniary interest
therein. |
| ix. | Catherine C Miller Trust A-3, as the
owner of 5,639 shares of Common Stock, may be deemed to share dispositive power over 5,639
shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.1% of the Common Stock
Outstanding. Catherine C Miller Trust A-3 disclaims beneficial ownership of any shares other
than to the extent it may have a pecuniary interest therein. |
| x. | Catherine Miller Trust
C, as the owner of 22,448 shares of Common Stock, may be deemed to share dispositive power
over 22,448 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.4% of the
Common Stock Outstanding. Catherine Miller Trust C disclaims beneficial ownership of any
shares other than to the extent it may have a pecuniary interest therein. |
| xi. | Kimberley S. Miller
GST Trust dtd 12/17/1992, as the owner of 300 shares of Common Stock, may be deemed to share
dispositive power over 300 shares of Common Stock with Mr. Subin, constituting 0.0% (0.005%
when rounded to the nearest thousandth) of the Common Stock Outstanding. Kimberley S. Miller
GST Trust dtd 12/17/1992 disclaims beneficial ownership of any shares other than to the extent
it may have a pecuniary interest therein. |
| xii. | LIMFAM LLC, as the
owner of 26,105 shares of Common Stock, may be deemed to share dispositive power over 26,105
shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.5% of the Common Stock
Outstanding. LIMFAM LLC disclaims beneficial ownership of any shares other than to the extent
it may have a pecuniary interest therein. |
| xiii. | Lloyd I Miller Trust
A-1, as the owner of 1,359 shares of Common Stock, may be deemed to share dispositive power
over 1,359 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.0% (0.03%
when rounded to the nearest hundredth) of the Common Stock Outstanding. Lloyd I Miller Trust
A-1 disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary
interest therein. |
| xiv. | Susan A-4, as the
owner of 25,686 shares of Common Stock, may be deemed to share dispositive power over 25,686
shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.5% of the Common Stock
Outstanding. Susan F. Miller Spousal Trust A-4 disclaims beneficial ownership of any shares
other than to the extent it may have a pecuniary interest therein. |
| xv. | Miller Trust, as the
owner of 25,685 shares of Common Stock, may be deemed to share dispositive power over 25,685
shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.5% of the Common Stock
Outstanding. Miller Trust disclaims beneficial ownership of any shares other than to the
extent it may have a pecuniary interest therein. |
| xvi. | LIM Estate, as the
owner over 59,490 shares of Common Stock, may be deemed to share dispositive power of 59,490
shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 1.1% of the Common Stock
Outstanding. LIM Estate disclaims beneficial ownership of any shares other than to the extent
it may have a pecuniary interest therein. |
| xvii. | MILFAM I L.P., as
the owner of 3,128 shares of Common Stock, may be deemed to share dispositive power over
3,128 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.06% of the Common
Stock Outstanding. MILFAM I L.P. disclaims beneficial ownership of any shares other than
to the extent it may have a pecuniary interest therein. |
| xviii. | MILFAM II L.P.,
as the owner of 123,619 shares of Common Stock, may be deemed to share dispositive power
over 123,619 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 2.3% of the
Common Stock Outstanding. MILFAM II L.P. disclaims beneficial ownership of any shares other
than to the extent it may have a pecuniary interest therein. |
| xix. | MILFAM III LLC, as
the owner of 2,274 shares of Common Stock, may be deemed to share dispositive power over
2,274 shares of Common Stock with MILFAM LLC and Mr. Subin, constituting 0.0% (0.04% when
rounded to the nearest hundredth) of the Common Stock Outstanding. MILFAM III
LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary
interest therein. |
| xx. | Susan F. Miller, as
the owner of 1,801 shares of Common Stock, may be deemed to share dispositive power over
1,801 shares of Common Stock with Mr. Subin, constituting 0.0% (0.03% when rounded to the
nearest hundredth) of the Common Stock Outstanding. Susan F. Miller disclaims
beneficial ownership of any shares other than to the extent she may have a pecuniary interest
therein. |
| xxi. | Lloyd I. Miller,
III Irrevocable Trust dtd 12/31/91, as the owner over 300 shares of Common Stock, may be
deemed to share dispositive power of 300 shares of Common Stock with Mr. Subin, constituting
0.0% (0.005% when rounded to the nearest thousandth) of the Common Stock Outstanding. Lloyd
I. Miller, III Irrevocable Trust dtd 12/31/91 disclaims beneficial ownership of any shares
other than to the extent it may have a pecuniary interest therein. |
(d) Persons other than the
Reporting Persons have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of,
the reported securities.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits:
Item 7 is hereby amended
and modified to include the following:
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 15, 2023
| |
/s/
Neil S. Subin |
| |
Neil S. Subin |
| |
|
|
| |
MILFAM LLC |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
ALIMCO FINANCIAL CORPORATION |
| |
|
|
| |
By: |
/s/ Jonathan
Marcus |
| |
Name: |
Jonathan Marcus |
| |
Title: |
CEO |
| |
|
|
| |
ALIMCO RE LTD. |
| |
|
|
| |
By: |
/s/ Jonathan
Marcus |
| |
Name: |
Jonathan Marcus |
| |
Title: |
CEO |
| |
|
|
| |
/s/
Jonathan Marcus |
| |
Jonathan Marcus |
| |
|
|
| |
AMIL of Ohio, LLC |
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Catherine
C. Miller Irrevocable Trust dtd 3/26/91 |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
Catherine C. Miller
Trust A-2 |
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
Catherine C.
Miller Trust A-3 |
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Catherine Miller Trust
C |
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Kimberley S. Miller
GST Trust dtd 12/17/1992 |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
LIMFAM LLC |
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Lloyd I. Miller Trust
A-1 |
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Investment Advisor |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
| |
|
|
| |
Susan f. miller spousal
trust |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
|
|
| |
MILLER
FAMILY EDUCATION AND MEDICAL TRUST |
| |
|
|
| |
By: |
/s/ Neil S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
Lloyd I. Miller,
III Irrevocable Trust dtd 12/31/91 |
| |
|
|
| |
By: |
/s/ Neil
S. Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Trustee |
| |
LIM III ESTATE LLC |
| |
|
| |
By: |
MILFAM LLC |
| |
Its: |
Manager |
| |
|
|
| |
By: |
/s/ Neil S.
Subin |
| |
Name: |
Neil S. Subin |
| |
Title: |
Manager |
31