UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)*
Fluent, Inc.
(Name of Issuer)
Common Stock, $0.0005 par value per share
(Title of Class of Securities)
34380C201
(CUSIP Number)
Global Value Investment Corp.
1433 N. Water Street, Suite 400
Milwaukee, WI 53202
(262) 478-0640
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 29, 2024
(Date of Event Which Requires Filing of This Statement)
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 ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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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| CUSIP No. 34380C201 | 13D | Page 2 of 12 |
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(1) NAMES OF REPORTING PERSONS Global Value Investment Corp. |
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions) WC, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 3,047,924 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 3,047,924 shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.83%* |
|
(14) TYPE OF REPORTING PERSON (see instructions) IA, CO |
* Percentage calculated is based on 20,548,162 shares of Common Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
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| CUSIP No. 34380C201 | 13D | Page 3 of 12 |
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(1) NAMES OF REPORTING PERSONS Jeffrey R. Geygan |
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions) PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 3,047,924 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 3,047,924 shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.83%* |
|
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 20,548,162 shares of Common Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
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| CUSIP No. 34380C201 | 13D | Page 4 of 12 |
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(1) NAMES OF REPORTING PERSONS James P. Geygan |
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions) PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 3,047,924 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 3,047,924 shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.83%* |
|
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 20,548,162 shares of Common Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
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| CUSIP No. 34380C201 | 13D | Page 5 of 12 |
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(1) NAMES OF REPORTING PERSONS Stacy A. Wilke |
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions) PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 3,047,924 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 3,047,924 shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.83%* |
|
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 20,548,162 shares of Common Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
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| CUSIP No. 34380C201 | 13D | Page 6 of 12 |
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(1) NAMES OF REPORTING PERSONS Kathleen M. Geygan |
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions) PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 3,047,924 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 3,047,924 shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.83%* |
|
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 20,548,162 shares of Common Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
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| CUSIP No. 34380C201 | 13D | Page 7 of 12 |
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(1) NAMES OF REPORTING PERSONS Shawn G. Rice |
|
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| (3) SEC USE ONLY |
|
(4) SOURCE OF FUNDS (see instructions) PF, OO |
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 3,047,924 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 3,047,924 shares |
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,047,924 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.83%* |
|
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 20,548,162 shares of Common Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of Fluent, Inc.
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This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on November 16, 2023, as amended on December 28, 2023, and June 7, 2024 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated, or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 is amended and restated as follows:
| (a) | Name This Statement is filed by: |
| (i) | Global Value Investment Corporation, a Delaware corporation (“GVIC”); |
| (ii) | Jeffrey R. Geygan, who serves as a director of GVIC, and is the controlling person of GVIC; |
| (iii) | James P. Geygan, who serves as the interim chief executive officer and a director of GVIC; |
| (iv) | Stacy A. Wilke, who serves as the chief financial officer of GVIC; |
| (v) | Kathleen M. Geygan, who serves as a director of GVIC; and |
| (vi) | Shawn G. Rice, who serves as a director of GVIC. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
GVIC serves as investment adviser to managed accounts (collectively, the “Accounts”), and may be deemed to have beneficial ownership over the Common Stock held for the Accounts.
GVIC owns 9,385 shares of Common Stock in its corporate capacity. Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke, Ms. Geygan, and Mr. Rice each own shares of Common Stock in their individual capacities. These shares may be deemed to be indirectly beneficial owned by GVIC. Mr. Jeffrey Geygan owns 54,584 shares in his individual capacity. Mr. James Geygan owns 8,599 shares in his individual capacity. Ms. Wilke owns 3,869 shares in her individual capacity. Ms. Geygan owns 9,875 shares in her individual capacity. Mr. Rice owns 13,459 shares in his individual capacity.
Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Geygan, and Mr. Rice are the directors of GVIC. Mr. James Geygan and Ms. Wilke are the executive officers of GVIC. As a result of his ownership interest in GVIC, Mr. Jeffrey Geygan is the controlling person of GVIC. As each of the Reporting Persons, directly or indirectly, share the power to vote, or direct the voting of, the Common Stock held for the Accounts, and the power to dispose, or to direct the disposition of, the Common Stock held for the Accounts, each may be deemed to have beneficial ownership over the Common Stock held for the Accounts.
| (b) | Residence or Business Address The address of the principal business and principal office of each of the Reporting Persons is 1433 N. Water Street, Suite 400, Milwaukee, WI 53202. |
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| (c) | Present Principal Occupation or Employment and the Name, Principal
Business and Address of any Corporation or Other Organization in Which Such Employment Is
Conducted The principal business of GVIC is acting as an investment manager. The principal occupation of Jeffrey R. Geygan is acting as a director of GVIC. The principal occupation of James P. Geygan is acting as the interim chief executive officer of GVIC. The principal occupation of Stacy A. Wilke is acting as the chief financial officer of GVIC. The principal occupation of Kathleen M. Geygan is acting as a director of GVIC. |
The principal occupation of Shawn G. Rice is acting as an attorney.
| (d) | Criminal Convictions During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Civil Proceedings During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Citizenship Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke, Ms. Geygan, and Mr. Rice are citizens of the United States of America. GVIC is a Delaware corporation. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and restated as follows:
All of the shares of Common Stock to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. Such shares of Common Stock are or may be held from time to time in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts. The aggregate purchase price of the 3,047,924 shares of Common Stock acquired was approximately $11,447,458.62 (excluding commissions).
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| Item 4. | Purpose of Transaction. |
Item 4 is amended and restated as follows:
The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose, or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy, or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets, and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons have in the past discussed, and may in the future discuss, such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance, or capitalization; or (4) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions, or otherwise.
The Reporting Persons have expressed an interest to the issuer in obtaining board representation. The Reporting Persons and the Issuer have discussed, and may continue to discuss, plans or potential arrangements with respect to the foregoing. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and restated as follows:
(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4:00 p.m., Eastern time, on December 2, 2024, the Reporting Persons beneficially owned 3,047,924 shares of Common Stock, representing approximately 14.83% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 20,548,162 shares of Common Stock (upon full exercise of pre-funded warrants), $0.0005 par value per share outstanding as of December 2, 2024, as reported in the Form 10-Q for the fiscal quarter ended September 30, 2024, and the Form 8-K filed December 2, 2024, of the Issuer.
| (c) | Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| (e) | Not applicable. |
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
| Dated: December 3, 2024 | ||
| GLOBAL VALUE INVESTMENT CORP. | ||
| By: | /s/ James P. Geygan | |
| Name: James P. Geygan | ||
| Title: Interim Chief Executive Officer | ||
| /s/ Jeffrey R. Geygan | ||
| Jeffrey R. Geygan | ||
| /s/ James P. Geygan | ||
| James P. Geygan | ||
| /s/ Stacy A. Wilke | ||
| Stacy A. Wilke | ||
| /s/ Kathleen M. Geygan | ||
| Kathleen M. Geygan | ||
| /s/ Shawn G. Rice | ||
| Shawn G. Rice | ||
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Schedule A
Transactions by the Reporting Persons in the Past 60 Days
The following table sets forth all unreported transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on December 2, 2024. Unless otherwise indicated, all such transactions were effected in the open market.
| Person
Effecting the Transaction |
Transaction
Date |
Nature of Transaction | Securities
Transacted |
Price
per Share | ||||
| Clients of GVIC | 10/10/2024 | Purchase of Common Stock | 441 | $2.8655(1) | ||||
| Clients of GVIC | 10/16/2024 | Purchase of Common Stock | 5,419 | $3.2332(1) | ||||
| Clients of GVIC | 10/23/2024 | Purchase of Common Stock | 4,701 | $3.2077(1) | ||||
| Clients of GVIC | 10/24/2024 | Purchase of Common Stock | 3,116 | $3.2249(1) | ||||
| Clients of GVIC | 10/24/2024 | Sale of Common Stock | 834 | $3.1797(2) | ||||
| Clients of GVIC | 10/28/2024 | Sale of Common Stock | 3517 | $3.0374(2) | ||||
| Clients of GVIC | 10/31/2024 | Sale of Common Stock | 876 | $2.9497(2) | ||||
| Clients of GVIC | 11/07/2024 | Sale of Common Stock | 10 | $3.0500(2) | ||||
| Clients of GVIC | 11/12/2024 | Sale of Common Stock | 1,488 | $3.0498(2) | ||||
| Clients of GVIC | 11/18/2024 | Sale of Common Stock | 120 | $3.0998(2) | ||||
| Clients of GVIC | 11/29/2024 | Purchase of Common Stock | 1,888,291 | $2.3152(3) | ||||
| GVIC | 11/29/2024 | Purchase of Common Stock | 5,738 | $2.3152(3) | ||||
| Mr. Jeffrey Geygan | 11/29/2024 | Purchase of Common Stock | 33,886 | $2.3152(3) | ||||
| Mr. James Geygan | 11/29/2024 | Purchase of Common Stock | 2,570 | $2.3152(3) | ||||
| Ms. Wilke | 11/29/2024 | Purchase of Common Stock | 1,570 | $2.3152(3) | ||||
| Ms. Geygan | 11/29/2024 | Purchase of Common Stock | 3,306 | $2.3152(3) | ||||
| Mr. Rice | 11/29/2024 | Purchase of Common Stock | 8,315 | $2.3152(3) |
______________________
(1) This purchase price represents the weighted average purchase price of the shares purchased. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Statement.
(2) This sale price represents the weighted average sale price of the shares sold. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Statement.
(3) On November 29, 2024, GVIC entered into a securities purchase agreement with the Issuer pursuant to which the Issuer agreed to sell to GVIC 1,943,676 shares of Common Stock at a price of $2.3152 per share. The shares of Common Stock were offered by the Issuer pursuant to its shelf registration statement on Form S-3 (File No. 333-281805), which was declared effective by the Securities and Exchange Commission on September 9, 2024.
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