| |
f) |
Steven D. Lebowitz, Deborah P. Lebowitz, Lauren Lebowitz Salem, Robert Lebowitz, Kathryn Lebowitz Silverberg,
Andrew Lebowitz, Ashley Lebowitz, Susan Pearlstein, Ethan Salem, Zoey Lebowitz, Lexi Lebowitz, Emma Salem, Kora Miri Silverberg, Isla Silverberg, Olivia Lebowitz, Sophie Lebowitz, Avery Lebowitz, and Taylor Lebowitz are citizens of the United States
of America. The Lebowitz Family Stock, LLC is incorporated under the laws of the State of Delaware. |
| ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The securities of the Issuer purchased by the Reporting Persons were purchased using the investment capital of such Reporting Person.
| ITEM 4. |
PURPOSE OF THE TRANSACTION |
The Reporting Persons previously filed a Schedule 13G on March 29, 2021, as amended through Amendment No. 3 filed on February 6, 2024
(collectively, the “Schedule 13G”). The Reporting Persons acquired the shares of Common Stock reported both therein and herein for investment purposes and such purchases were made in the ordinary course of business and were not made for
the purpose of acquiring control of the Issuer. However, the Issuer is currently in bankruptcy and in the process of selling assets to satisfy its creditors. The Reporting Persons, as significant equity holders of the Issuer, are focused on
achieving the best outcome for equity holders. In that regard, the Reporting Persons may file motions with the bankruptcy court, participate in an equity holders committee (or an informal version thereof), may offer to purchase assets of the Issuer
or its subsidiaries or may take other actions to protect its interests.
The Reporting Persons are filing this Schedule 13D to supersede their previously
filed Schedule 13G to report a change in their intentions. The Reporting Persons have engaged, and intend to continue to engage, in communications with one or more officers, directors and/or representatives or agents of the Issuer and/or other
persons, and may in the future also engage in communications with one or more creditors or shareholders of the Issuer and other relevant parties, regarding the Issuer, including but not limited to its operations, its business strategies, its capital
structure, financing activities and potential changes thereto, its need to raise additional debt or equity capital and/or its strategic alternatives. As part of such communications, the Reporting Persons may advocate one or more courses of action.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, at any time, change or reconsider their position
and/or their purpose with regard to any or all of the foregoing. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above,
actions taken by the board of directors of the Issuer or the creditors of the Issuer, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and
industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all
of their shares of Common Stock, purchasing assets from the Issuer or its subsidiaries or similar transactions and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
There can be no assurance that the Reporting Persons will pursue any of the matters set forth above. Moreover, there can be no assurance that the Reporting
Persons will or will not develop any alternative plans or proposals with respect to any of the foregoing matters or take any particular action or actions with respect to some or all of their holdings in the Issuer, or as to the timing of any such
matters should they be so pursued by the Reporting Persons. The Reporting Persons reserve the right, at any time and in each Reporting Person’s sole discretion, to take or refrain from taking any of the actions set forth above.