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NBIA, the registered investment adviser subsidiary of NB Group, purchased the Securities reported herein for investment purposes for the accounts of certain investment advisory clients. Accordingly, NB Group and NBIA previously filed a Schedule 13G with respect to the Securities. Their initial Schedule 13G filing was made on September 8, 2017 and was subsequently amended most recently on February 12, 2021.
Since NBIA’s initial purchase of the Securities, the Reporting Persons have continually reviewed the investment in the Issuer in light of the Issuer’s published financial results and disclosures, developments relating to the Issuer’s business and industry and other factors. In that connection, the Reporting Persons believe that the Issuer has significant potential for growth and share price improvement as a stand-alone publicly traded company.
On November 8, 2021, the Issuer announced that its Board of Directors is undertaking a review of various options to maximize stockholder value, including with regard to strategic alternatives, cost and capital structure, and operations and supply chain. In light of this announcement and Reporting Persons’ views regarding the Issuer’s significant potential as a stand-alone publicly traded company, the Reporting Persons intend to become actively engaged with the Issuer and are therefore filing this Schedule 13D, which supersedes the Schedule 13G, as amended, previously filed by NB Group and NBIA.
The activities that the Reporting Persons intend to engage in with respect to the Issuer include speaking with members of the Board of Directors and management of the Issuer, other stockholders and third parties regarding the Issuer’s business, the Issuer’s Board of Director’s review of alternatives, its capital raising alternatives and its corporate governance to gather information and share the Reporting Persons’ views on options potentially available to the Issuer and its Board of Directors to maximize stockholder value.
In that connection, the Reporting Persons may formulate plans or proposals with respect to the Issuer, its capital needs and its corporate governance, including plans or proposals relating to potential capital raising transactions (including transactions potentially involving the Reporting Persons and other stockholders of the Issuer), and other matters referred to in items (a) through (j) of Item 4 of Schedule 13D, either alone or with others, at any time.
In addition, the Reporting Persons may acquire additional securities of the Issuer or may determine to sell, or otherwise dispose of, all or some of the securities of the Issuer presently beneficially owned by the Reporting Persons, in the open market or in private transactions. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Securities, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decisions.
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