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:
Consists of (i) 2,113,513 shares of Common Stock (as defined in Item 1(a)), (ii) 130,651 shares of Common Stock underlying Common Stock Warrants (the Common Stock Warrants) which are exercisable within 60 days of this Statement, (iii) 654,617 shares of Common Stock underlying certain Series A Warrants (as defined in Item 3(a)) which are exercisable within 60 days of this Statement, and (iv) 654,617 shares of Common Stock underlying certain Series B Warrants (as defined in Item 3(a)) which are exercisable within 60 days of this Statement. This total excludes (a) 795,650 shares of Common Stock issuable upon exercise of certain Series A Warrants and (b) 795,650 shares of Common Stock issuable upon exercise of certain Series B Warrants because the Series A Warrants and Series B Warrants contain a provision which prohibits the exercise of the Series A Warrants and Series B Warrants to the extent that doing so would result in the holder of the Series A Warrants and Series B Warrants (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99 percent of the shares of Common Stock then outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation). All securities are held by Bering II (as defined in Item 2(a)). Bering II GP (as defined in Item 2(a)) is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev (as defined in Item 2(a)), a member of the Issuer's board of directors (the Board), and Mr. Sawyer (as defined in Item 2(a)) are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 35,581,345 shares, as follows: (i) 34,141,460 of Common Stock outstanding as of August 5, 2026, as reported by the Issuer (as defined in Item 1(b)) in its Form 10-Q filed with the United States Securities and Exchange Commission (the Commission) on August 11, 2026 (the Form 10-Q), plus (ii) an aggregate of 1,439,885 shares of Common Stock underlying Common Stock Warrants, Series A Warrants and Series B Warrants (together, the Warrants) which are exercisable within 60 days of this Statement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 2,113,513 shares of Common Stock, (ii) 130,651 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement, (iii) 654,617 shares of Common Stock underlying certain Series A Warrants which are exercisable within 60 days of this Statement, and (iv) 654,617 shares of Common Stock underlying certain Series B Warrants which are exercisable within 60 days of this Statement. This total excludes (a) 795,650 shares of Common Stock issuable upon exercise of certain Series A Warrants and (b) 795,650 shares of Common Stock issuable upon exercise of certain Series B Warrants due to the Beneficial Ownership Limitation. All securities are held by Bering II. Bering II GP is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 35,581,345 shares, as follows: (i) 34,141,460 of Common Stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) an aggregate of 1,439,885 shares of Common Stock issuable upon exercise of the Warrants which are exercisable within 60 days of this Statement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 2,113,513 shares of Common Stock, (ii) 130,651 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement, (iii) 654,617 shares of Common Stock underlying certain Series A Warrants which are exercisable within 60 days of this Statement, and (iv) 654,617 shares of Common Stock underlying certain Series B Warrants which are exercisable within 60 days of this Statement. This total excludes (a) 795,650 shares of Common Stock issuable upon exercise of certain Series A Warrants and (b) 795,650 shares of Common Stock issuable upon exercise of certain Series B Warrants due to the Beneficial Ownership Limitation. All securities are held by Bering II. Bering II GP is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 35,581,345 shares, as follows: (i) 34,141,460 of Common Stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) an aggregate of 1,439,885 shares of Common Stock issuable upon exercise of the Warrants which are exercisable within 60 days of this Statement.


SCHEDULE 13D




Comment for Type of Reporting Person:
Consists of (i) 2,113,513 shares of Common Stock, (ii) 130,651 shares of Common Stock underlying Common Stock Warrants which are exercisable within 60 days of this Statement, (iii) 654,617 shares of Common Stock underlying certain Series A Warrants which are exercisable within 60 days of this Statement, and (iv) 654,617 shares of Common Stock underlying certain Series B Warrants which are exercisable within 60 days of this Statement. This total excludes (a) 795,650 shares of Common Stock issuable upon exercise of certain Series A Warrants and (b) 795,650 shares of Common Stock issuable upon exercise of certain Series B Warrants due to the Beneficial Ownership Limitation. All securities are held by Bering II. Bering II GP is the general partner of Bering II and may be deemed to have voting and dispositive power over the shares held by Bering II. Mr. Zaytsev, a member of the Issuer's Board, and Mr. Sawyer are the managing members of Bering II GP and may be deemed to have voting and dispositive power with respect to these securities. Based on 35,581,345 shares, as follows: (i) 34,141,460 of Common Stock outstanding as of August 5, 2026, as reported by the Issuer in the Form 10-Q, plus (ii) an aggregate of 1,439,885 shares of Common Stock issuable upon exercise of the Warrants which are exercisable within 60 days of this Statement.


SCHEDULE 13D


 
Bering Partners II GP, L.L.C.
 
Signature:/s/ Evgeny Zaytsev
Name/Title:Evgeny Zaytsev, Managing Member
Date:08/21/2026
 
Bering Partners II, L.P.
 
Signature:/s/ Evgeny Zaytsev
Name/Title:Evgeny Zaytsev, Managing Member of the General Partner
Date:08/21/2026
 
Evgeny Zaytsev
 
Signature:/s/ Evgeny Zaytsev
Name/Title:Evgeny Zaytsev
Date:08/21/2026
 
Philip M Sawyer
 
Signature:/s/ Philip Sawyer
Name/Title:Philip Sawyer
Date:08/21/2026