EXPLANATORY NOTE
This Amendment No. 2 (this Schedule 13D Amendment) to the Schedule 13D filed with the U.S. Securities and Exchange Commission
(the SEC) on February 19, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on September 15, 2022 (as amended by this Amendment No. 2 to Schedule 13D, the Schedule 13D) is being filed
on behalf of Douglas J. Dossey, Arthur C. Young, Tensile Capital Management LP, a Delaware limited partnership (TCM LP), Tensile Capital Management GP LLC, a Delaware limited liability company (TCM LLC), Tensile Capital
Partners Master Fund LP, a Cayman Islands exempted limited partnership (Tensile Master Fund), and Tensile Capital GP LLC, a Delaware limited liability company (Tensile GP) (each, a Reporting Person and
collectively, the Reporting Persons).
Other than as set forth below, all Items in the Schedule 13D are materially unchanged.
Capitalized terms used in this Amendment No. 2 to Schedule 13D which are not defined herein have the meanings given to them in the Schedule 13D.
ITEM 2. |
Identity and Background |
Items (a)-(c) and (f) of Item 2 of the Schedule 13D are hereby amended as follows:
(a)-(c) and (f) The names of the persons jointly filing this statement on Schedule 13D are set forth under Explanatory Note
above. As described in Item 6 hereto, as of December 28, 2022, Tensile Master Fund no longer serves as a managing member of Osmium Equation or a limited partner of Osmium Larkspur, and therefore, Osmium Equation and Osmium Larkspur along with
other beneficial owners have filed a separate Schedule 13D with respect to shares of Common Stock and warrants beneficially owned by such entities.
TCM LLC serves as the general partner of TCM LP and TCM LP serves as the investment adviser to Tensile Master Fund. Tensile GP serves as the
general partner of Tensile Master Fund. Messrs. Dossey and Young are the controlling persons of TCM LP, TCM LLC and Tensile GP.
The
principal occupation Messrs. Dossey and Young is serving as the principals of TCM LP. The principal business of TCM LP is providing investment management services to Tensile Master Fund and other private investment funds. The principal business of
TCM LLC is serving as the general partner of TCM LP. The principal business of Tensile Master Fund is that of a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own
account. The principal business of Tensile GP is serving as the general partner of Tensile Master Fund and other private investment funds.
The business address and the address of the principal office of each Messrs. Dossey and Young, TCM LP, TCM LLC, Tensile Master Fund, and
Tensile GP is 700 Larkspur Landing Circle, Suite 255, Larkspur, CA 94939.
The Reporting Persons have entered into a joint filing
agreement, dated as of January 5, 2023, a copy of which is attached hereto as Exhibit 99.1
ITEM 5. |
Interest in Securities of the Issuer |
Items (a) and (b) of Item 5 of the Schedule 13D are hereby amended and supplemented as follows:
(a)(b)
The responses of
each Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment No. 2 to Schedule 13D are hereby incorporated by reference into this Item 5. Tensile Master Fund directly owns 706,309 shares of Common Stock and warrants
to purchase 234,199 shares of Common Stock at an exercise price of $49.50 per share, as adjusted to give effect to the Issuers 30:1 reverse stock split that occurred on November 30, 2022.
Mr. Dossey directly owns 2,702 shares of Common Stock, as adjusted to give effect to the Issuers 30:1 reverse stock split that
occurred on November 30, 2022.
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