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:
Number of shares beneficially owned by Mr. Toghraie with shared voting power includes 1,246,700 shares of Common Stock held directly by Intrepid, of which Mr. Toghraie is the managing director. Number of shares beneficially owned by Mr. Toghraie with sole dispositive power includes 505,000 shares of Common Stock that may be acquired pursuant to the exercise of stock options previously granted to Mr. Toghraie. Number of shares beneficially owned by Mr. Toghraie with shared dispositive power includes (i) 1,246,700 shares of Common Stock held directly by Intrepid and (ii) 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by Intrepid. The Preferred Stock is convertible into shares of Common Stock on a twenty-for-one basis, at the option of the holder; provided, that the holder may not convert that number of shares of Preferred Stock which would cause the holder to become the beneficial owner of more than 5% of the Common Stock, as determined in accordance with Sections 13(d) and (g) of the Exchange Act and the rules and regulations thereunder.


SCHEDULE 13D




Comment for Type of Reporting Person:
Number of shares beneficially owned by Intrepid with shared voting power includes 1,246,700 shares of Common Stock held directly by Intrepid, of which Mr. Toghraie is the managing director. Number of shares beneficially owned by Intrepid with shared dispositive power includes (i) 1,246,700 shares of Common Stock held directly by Intrepid and (ii) 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by Intrepid. The Preferred Stock is convertible into shares of Common Stock on a twenty-for-one basis, at the option of the holder; provided, that the holder may not convert that number of shares of Preferred Stock which would cause the holder to become the beneficial owner of more than 5% of the Common Stock, as determined in accordance with Sections 13(d) and (g) of the Exchange Act and the rules and regulations thereunder.


SCHEDULE 13D


 
JEFF TOGHRAIE
 
Signature:/s/ Jeff Toghraie
Name/Title:Jeff Toghraie
Date:10/20/2026
 
INTREPID GLOBAL ADVISORS, INC.
 
Signature:/s/ Jeff Toghraie
Name/Title:Jeff Toghraie, Managing Director
Date:10/20/2026
Comments accompanying signature:
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named on the signature page of this filing agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.