SCHEDULE 13D
This Amendment No. 12 to Schedule 13D (“Amendment No. 12”) amends and supplements the Schedule 13D, filed by The Dow Chemical Company
(“TDCC”) on August 10, 2015, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”), filed by TDCC on May 12, 2016, and as amended by Amendment No. 2 to Schedule 13D (“Amendment
No. 2”), filed by TDCC on April 12, 2017, as amended by Amendment No. 3 to Schedule 13D (“Amendment No. 3”) filed by TDCC and DowDuPont Inc. (“DowDuPont”) on September 8, 2017, as amended by
Amendment No. 4 to Schedule 13D (“Amendment No. 4”) filed by TDCC and DowDuPont on May 3, 2018, as amended by Amendment No. 5 to Schedule 13D (“Amendment No. 5”) filed by TDCC and DowDuPont on
July 6, 2018, as amended by Amendment No. 6 to Schedule 13D (“Amendment No. 6”) filed by TDCC and DowDuPont on September 4, 2018, as amended by Amendment No. 7 to Schedule 13D (“Amendment No. 7”)
filed by TDCC and DowDuPont on September 25, 2018, as amended by Amendment No. 8 to Schedule 13D (“Amendment No. 8”) filed by TDCC and DowDuPont on October 17, 2018, as amended by Amendment No. 9 to Schedule 13D
(“Amendment No. 9”) filed by TDCC and DowDuPont on November 13, 2018, as amended by Amendment No. 10 to Schedule 13D (“Amendment No. 10”) filed by TDCC and DowDuPont on January 9, 2019 and as amended by
Amendment No. 11 to Schedule 13D filed by Dow Inc. (“Dow”), TDCC and DowDuPont on April 3, 2019 relating to the Common Stock of the Issuer (as so amended through Amendment No. 11, the “Schedule 13D”). Unless
otherwise indicated, all capitalized terms in this Amendment No. 12 have the meanings set forth for such terms in the Schedule 13D. This Amendment No. 12 amends and supplements the Schedule 13D to include the information set forth below.
Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the
Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is being filed by (i) TDCC, a Delaware corporation, with a
principal business and office address of 2211 H.H. Dow Way, Midland, MI 48674, and (ii) Dow, a Delaware corporation, with a principal business and office address of 2211 H.H. Dow Way, Midland, MI 48674 (each of TDCC and Dow, a “Reporting
Person” and, collectively, the “Reporting Persons”).
The name, residence or business address, present principal occupation or employment
(including the name and the principal business address, if other than the applicable Reporting Person, of any corporation or other organization in which such employment is conducted) of the directors and executive officers of each Reporting Person
(each, a “Scheduled Person” and, collectively, the “Scheduled Persons”) are as set forth on Appendix A attached hereto and are incorporated herein by reference. Except as set forth otherwise on Appendix A, each person identified
on Appendix A is a citizen of the United States.
Dow is the parent company of TDCC. Dow combines global breadth, asset integration and scale, focused
innovation and leading business positions to achieve profitable growth. Dow’s ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company. Dow’s portfolio of plastics, industrial
intermediates, coatings and silicones businesses delivers a broad range of differentiated science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure and consumer care.
During the last five years, none of the Reporting Persons, nor, to the best of their knowledge, any of the Scheduled Persons, has been (i) convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
Item 5. Interest in Securities of the Issuer
Item
5(a) – (b) and Item 5(c) are hereby amended and restated in its entirety with the following:
(a) – (b) As of the date hereof, Dow and TDCC each
indirectly beneficially own 21,001,151 shares of Common Stock, representing 41.21% of the Issuer’s outstanding Common Stock, and 3,000,000 warrants to purchase Common Stock, each to purchase one share of Common Stock. If Dow and TDCC were to
exercise the warrants to purchase Common Stock and no other person exercised warrants to purchase Common Stock held by that person, Dow and TDCC would beneficially own