1
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NAME OF REPORTING PERSONS
CA Patel F&F Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
2,572,582 (1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,572,582 (1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,572,582 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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□
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%*
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Person Filing:
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Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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Item 2(e). |
CUSIP Number:
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Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c),
check whether the person filing is a:
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Item 4. |
Ownership:
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(a)
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Amount Beneficially Owned: 2,572,582 shares of Common Stock. The amount includes (i) 2,125,332 shares of Common Stock held directly by CA Patel
F&F Investments, LLC (“CA Patel”) and (ii) 447,250 of Common Stock issuable pursuant to currently exercisable warrants that are held directly by CA Patel. Under the so-called “rule of three,” if voting and dispositive decisions
regarding an entity’s securities are made by a majority comprised of two or more individuals of a three-member (or greater) board, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the
individuals is deemed a beneficial owner of the entity’s securities. Based on the foregoing, no individual person exercises voting or dispositive control over any of the securities held by CA Patel.
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(b) |
Percent of Class: 6.1%. Percent of class is calculated based on 42,030,226 shares of Common Stock of the Issuer outstanding as of October 21, 2024. The percentage of
ownership in this Item 4 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended.
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(c) |
Number of shares as to which such person has:
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(i) |
sole power to vote or to direct the vote: 2,572,582
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(ii) |
shared power to vote or to direct the vote: 0
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(iii) |
sole power to dispose or to direct the disposition of: 2,572,582
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(iv) |
shared power to dispose or to direct the disposition of: 0
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Item 5. |
Ownership of Five Percent or Less of a Class:
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person:
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Item 8. |
Identification and Classification of Members of the Group:
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Item 9. |
Notice of Dissolution of Group:
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Item 10. |
Certification:
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CA Patel F&F Investment, LLC
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/s/ Kiran Patel
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Kiran Patel |
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Title: Manager |