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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
As more fully described in Item 5 of this Statement on Schedule 13D (this "Schedule 13D"), such shares and percentage are based on 4,407,364 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the definitive proxy statement filed by the Issuer with the U.S. Securities and Exchange Commission ("SEC") on July 17, 2026 (the "Proxy Statement"), plus (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock (as defined below). Beneficial ownership consists of 382,058 shares of Common Stock directly held by 3i, LP and 64,701 shares of Common Stock issuable in any combination upon (i) exercises of certain common stock purchase warrants (the "Warrants") held directly by 3i, LP, which exercises are subject to a 9.99% beneficial ownership limitation provision (a "Blocker"), (ii) conversions of a senior secured convertible note in the original principal amount of $16,253,147.10 (the "Note") held directly by 3i, LP, which conversions are subject to a Blocker, (iii) conversions of shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series B Preferred Stock") directly held by 3i, LP, which conversions are subject to a Blocker, and (iv) conversions of shares of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series C Preferred Stock") directly held by the 3i, LP, which conversions are subject to a Blocker.


SCHEDULE 13D




Comment for Type of Reporting Person:
As more fully described in Item 5 of this Schedule 13D, such shares and percentage are based on 4,407,364 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, plus (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock. Beneficial ownership consists of 49,242 shares of Common Stock directly held by Tumim Stone.


SCHEDULE 13D




Comment for Type of Reporting Person:
As more fully described in Item 5 of this Schedule 13D, such shares and percentage are based on 4,407,364 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, plus (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock. Beneficial ownership consists of 431,300 shares of Common Stock indirectly held by the reporting person and 9,994 shares of Common Stock issuable in any combination upon (i) exercises of the Warrants indirectly held by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares of Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker.


SCHEDULE 13D




Comment for Type of Reporting Person:
As more fully described in Item 5 of this Schedule 13D, such shares and percentage are based on 4,407,364 shares of Common Stock outstanding, consisting of (a) 4,151,259 shares of Common Stock as of July 7, 2026 as disclosed in the Proxy Statement, plus (b) 256,105 shares of Common Stock issued to 3i, LP on July 19, 2026 pursuant to conversions of certain shares of Series B Preferred Stock. Beneficial ownership consists of 431,300 shares of Common Stock indirectly held by the reporting person and 9,994 shares of Common Stock issuable in any combination upon (i) exercises of the Warrants indirectly held by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares of Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker.


SCHEDULE 13D


 
3i, LP
 
Signature:/s/ Maier J. Tarlow
Name/Title:Maier J. Tarlow, manager of 3i Management LLC, general partner of 3i, LP
Date:08/03/2026
 
Tumim Stone Capital, LLC
 
Signature:/s/ Maier J. Tarlow
Name/Title:Maier J. Tarlow, manager of 3i Management LLC, manager of Tumim Stone Capital, LLC
Date:08/03/2026
 
3i Management LLC
 
Signature:/s/ Maier J. Tarlow
Name/Title:Maier J. Tarlow, Manager
Date:08/03/2026
 
Maier J. Tarlow
 
Signature:/s/ Maier J. Tarlow
Name/Title:Maier J. Tarlow
Date:08/03/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 1

EXHIBIT 2

EXHIBIT 3