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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Sole Voting Power: The Reporting Person's shares include (i) 2,827,831 shares held directly, (ii) 103,027 shares held by The Schulke Inn Family Foundation Trust, (iii) 20,208 shares held by The Ryan Schulke 2020 GRAT, (iv) 149,690 shares held by The Ryan Schulke 2022 GRAT, (v) 333,334 shares held by RSMC Partners, LLC, (vi) 459,082 shares of common stock (the "Conversion Shares") issuable upon conversion of a convertible subordinated promissory note (the "Note") issued on August 19, 2024, (vii) 551,977 shares of common stock issuable upon exercise of a pre-funded warrant issued to the Reporting Person and (viii) 489,146 shares of common stock issuable upon exercise of pre-funded warrants issued to The Schulke Inn Family Foundation Trust. Does not include (a) 91,667 restricted stock units ("RSUs") that were fully vested as of January 1, 2019 but are subject to deferred delivery, (b) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (c) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. (2) Shared Voting Power: The Reporting Person may be deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma Investments Trust ("Frost Gamma") by virtue of a Stockholders' Agreement pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of the Reporting Person's nominees for the Issuer's board of directors. The Reporting Person's shared voting power does not reflect the Reporting Person's interest in these shares. If the Reporting Person were deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma, the Reporting Person would have shared voting control over 6,787,063 shares which includes (i) 5,747,010 shares held by Frost Gamma, (ii) 8,334 shares held by Dr. Phillip Frost, (iii) 122,422 shares of common stock (the "Frost Conversion Shares") issuable upon conversion of a convertible subordinated promissory note (the "Frost Note") issued to Frost Gamma on August 19, 2024 and (iv) 909,297 shares of common stock (the "Frost Warrant Shares") issuable upon exercise of a warrant (the "Frost Warrant") issued to Frost Gamma on May 19, 2025. (3) Sole Dispositive Power: The Reporting Person's shares include (i) 2,827,831 shares held directly, (ii) 103,027 shares held by The Schulke Inn Family Foundation Trust, (iii) 20,208 shares held by The Ryan Schulke 2020 GRAT, (iv) 149,690 shares held by The Ryan Schulke 2022 GRAT, (v) 459,082 Conversion Shares issuable upon conversion of the Note, (vi) 551,977 shares of common stock issuable upon exercise of a pre-funded warrant issued to the Reporting Person and (vii) 489,146 shares of common stock issuable upon exercise of pre-funded warrants issued to The Schulke Inn Family Foundation Trust. Does not include (a) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (b) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (c) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. (4) Shared Dispositive Power: Represents 333,334 shares held by RSMC Partners, LLC. (5) Aggregate Amount Beneficially Owned: The Reporting Person may be deemed to have shared voting control over the shares owned by Dr. Phillip Frost and Frost Gamma by virtue of a Stockholders' Agreement pursuant to which Dr. Frost and Frost Gamma agreed to vote in favor of the Reporting Person's nominees for the Issuer's board of directors. The Reporting Person's aggregate amount beneficially owned does not reflect the Reporting Person's interest in these shares. If the Reporting Person were deemed to have a beneficial ownership interest in these shares, the Reporting Person would own 11,271,358 shares, or 48.1% of the Issuer's outstanding common shares. The shares owned by Dr. Phillip Frost and Frost Gamma include (i) 5,747,010 shares held by Frost Gamma, (ii) 8,334 shares held by Dr. Phillip Frost, (iii) 122,422 Frost Conversion Shares issuable upon conversion of the Frost Note and (iv) 909,297 Frost Warrant Shares issuable upon exercise of the Frost Warrant. (6) The number of Conversion Shares and Frost Conversion Shares issuable upon conversion of the Note and Frost Note (collectively, the "Notes"), respectively, is based upon the consolidated closing price of the Issuer's common stock as of June 18, 2025 and is subject to change as set forth herein. Specifically, the Notes are convertible into shares of the Issuer's common stock at the Conversion Price. "Conversion Price" means an amount equal to the lesser of (i) $3.01, subject to adjustment pursuant to the terms of the Notes and (ii) the greater of (A) the consolidated closing bid price of the Issuer's common stock as reported on The Nasdaq Capital Market or such other principal market or exchange on which the common stock is then traded (the "Principal Market") on the applicable conversion date or, if such date is not a Trading Day, then on the Trading Date that is immediately prior to the applicable conversion date and (B) $1.00, subject to adjustment pursuant to the terms of the Notes. "Trading Day" means any day during which the Principal Market is open for trading. (7) The Reporting Person is a member of RSMC Partners, LLC, Co-Trustee of The Schulke Inn Family Foundation Trust and Trustee of The Ryan Schulke 2020 GRAT and The Ryan Schulke 2022 GRAT.


SCHEDULE 13D


 
Schulke Ryan
 
Signature:/s/ Ryan Schulke
Name/Title:Ryan Schulke
Date:06/20/2025