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:
Comment for Type of Reporting Person: Note to Rows 7 and 9: Northern Right Management (as defined herein) may be deemed to beneficially own 3,088,745 shares of Common Stock (as defined herein) currently held by the Managed Accounts (as defined herein), including 1,125,055 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts in connection with the conversion of their PIK Notes (as defined herein), subject to adjustment as provided in the PIK Notes. Note to Rows 8 and 10: Northern Right Management may be deemed to beneficially own 2,279,478 shares of Common Stock currently held by Northern Right QP (as defined herein) and NRC LO (as defined herein), not including 1,031,301 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP and NRC LO have agreed to forbear from exercising their right to convert their respective PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement (as defined herein).


SCHEDULE 13D




Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Note to Rows 7 and 9: Northern Right QP is the sole owner of 1,662,331 shares of Common Stock, not including a conversionary interest in 756,125 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to Northern Right QP in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Note to Rows 7 and 9: NRC LO is the sole owner of 617,147 shares of Common Stock, not including a conversionary interest in 275,176 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to NRC LO in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. NRC LO has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Note to Rows 8 and 10: NRC Fund GP (as defined herein) may be deemed to beneficially own 617,147 shares of Common Stock currently held by NRC LO, not including a conversionary interest in 275,176 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to NRC LO in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. NRC LO has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Note to Rows 8 and 10: BCA (as defined herein) may be deemed to beneficially own 5,368,223 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,125,055 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts, and not including 1,031,301 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO, in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP and NRC LO have agreed to forbear from exercising their right to convert their respective PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Comment for Type of Reporting Person: Note to Rows 7 and 9: Mr. Drapkin is the sole owner of 657,778 shares of Common Stock. On January 3, 2025, Mr. Drapkin was awarded 153,846 restricted shares of Common Stock, which restricted shares have not been deferred. Of such additional restricted shares, 70,971 will remain unvested within 60 days of the date of this Statement, and 5,952 are currently unvested but will vest within 60 days of the date of this Statement. Mr. Drapkin also has a conversionary interest in 93,756 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to Mr. Drapkin in connection with the conversion of his PIK Notes, subject to adjustment as provided in the PIK Notes. Mr. Drapkin has agreed to forbear from exercising his right to convert his PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement. Note to Rows 8 and 10: Mr. Drapkin may be deemed to beneficially own 5,368,223 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,125,055 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts, and not including 1,031,301 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO, in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP and NRC LO have agreed to forbear from exercising their right to convert their respective PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.


SCHEDULE 13D


 
Northern Right Capital Management, L.P.
 
Signature:/s/ Matthew A. Drapkin
Name/Title:Managing Member of BC Advisors, LLC, the general partner of Northern Right Capital Management, L.P.
Date:07/17/2025
 
Northern Right Capital (QP), L.P.
 
Signature:/s/ Matthew A. Drapkin
Name/Title:Managing Member of BC Advisors, LLC, the gen. part. of Northern Right Capital Management, L.P., the gen. part. of Northern Right Capital (QP), L.P.
Date:07/17/2025
 
Northern Right Long Only Master Fund LP
 
Signature:/s/ Matthew A. Drapkin
Name/Title:Managing Member of Northern Right Fund GP LLC, the general partner of Northern Right Long Only Master Fund LP
Date:07/17/2025
 
Northern Right Fund GP LLC
 
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin, Managing Member
Date:07/17/2025
 
BC Advisors LLC
 
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin, Managing Member
Date:07/17/2025
 
Drapkin Matthew A
 
Signature:/s/ Matthew A. Drapkin
Name/Title:Matthew A. Drapkin
Date:07/17/2025

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

ex1to13da12.htm