You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| LONE STAR VALUE INVESTORS | 1,997,458 | 1,997,458 | 0 | 1,997,458 | 8.3% | |
| LONE STAR VALUE CO-INVEST I | 1,997,458 | 1,997,458 | 1,997,458 | 0% | ||
| LONE STAR VALUE INVESTORS GP | 2,264,198 | 2,264,198 | 2,264,198 | 8.3% | ||
| LONE STAR VALUE MANAGEMENT | 2,264,198 | 2,264,198 | 2,264,198 | 9.4% | ||
| JEFFREY E. EBERWEIN | 9.4% |
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Page 1 of 11 – SEC Filing
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. 1)1
Superior Drilling Products, Inc.
(Name
of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
868153107
(CUSIP Number)
jeffrey
E. eberwein
lone
star value management, LLC
53 Forest Avenue, 1st Floor
Old Greenwich, Connecticut 06870
(203) 489-9500
STEVE
WOLOSKY, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 17, 2017
(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.
1
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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Page 2 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| LONE STAR VALUE INVESTORS, LP | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☒ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC | |||||||||||||||||||
| 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 | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 1,997,458 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 1,997,458 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,997,458 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 8.3% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 2 |
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Page 3 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| LONE STAR VALUE CO-INVEST I, LP | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☒ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| 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 | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | – 0 – | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| – 0 – | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 0% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 3 |
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Page 4 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| LONE STAR VALUE INVESTORS GP, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☒ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| AF | |||||||||||||||||||
| 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 | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 1,997,458 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 1,997,458 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,997,458 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 8.3% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 4 |
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Page 5 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| LONE STAR VALUE MANAGEMENT, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☒ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| AF, 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 | ||||||||||||||||||
| CONNECTICUT | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 2,264,198 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,264,198 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,264,198 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 9.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 5 |
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Page 6 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| JEFFREY E. EBERWEIN | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☒ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| AF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| USA | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 2,264,198 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | -0- | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,264,198 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| -0- | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,264,198 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 9.4% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 6 |
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Page 7 of 11 – SEC Filing
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2(e) is hereby
amended and restated to read as follows:
Other
than as set forth herein, no Reporting Person has, during the last five years, been 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. Lone Star Value Management and Mr. Eberwein are each subject to a Securities and Exchange
Commission (“SEC”) administrative order, dated February 14, 2017 (File No. 3-17847), relating to alleged violations
of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder,
including failing to disclose the members of a stockholder group, and further allegations that Mr. Eberwein violated Section 16(a)
of the Exchange Act and the rules promulgated thereunder, including failing to timely file initial statements of beneficial ownership
on Form 3 and changes thereto on Form 4. Without admitting or denying any violations, (i) Lone Star Value Management agreed to
cease and desist from committing or causing any violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated
thereunder, and paid a civil penalty of $120,000 to the SEC and (ii) Mr. Eberwein agreed to cease and desist from committing or
causing any violations of (x) Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder and (y) Section
16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder, and paid a civil penalty to the SEC in the amount of
$90,000.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares
purchased by Lone Star Value Investors, Lone Star Value Co-Invest I and held in the Separately Managed Account were purchased
with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of
business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference
herein. The aggregate purchase price of the 1,997,458 Shares beneficially owned by Lone Star Value Investors is approximately $2,199,201, including brokerage commissions. The aggregate purchase price of the 266,740 Shares held in the
Separately Managed Account is approximately $541,480, including brokerage commissions.
| Item 4. | Purpose of Transaction |
Item
4 is hereby amended to add the following:
The Reporting Persons intend
to continue to engage in general discussions with the Issuer’s Board of Directors (the “Board”) and management
team, including with respect to Board composition.
| 7 |
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Page 8 of 11 – SEC Filing
| Item 5. | Interest in Securities of the Issuer. |
Items
5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 24,197,148 Shares outstanding as of May 11, 2017, which is the
total number of Shares reported outstanding in the Issuer’s Form 10Q filed with the Securities and Exchange Commission on
May 15, 2017.
| A. | Lone Star Value Investors |
| (a) | As of the close of business on May 18, 2017, Lone Star Value Investors beneficially owned 1,997,458 Shares. |
Percentage: Approximately 8.3%
| (b) | 1. Sole power to vote or direct vote: 1,997,458 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,997,458 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Lone Star Value Investors during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| B. | Lone Star Value Co-Invest I |
| (a) | As of the close of business on May 18, 2017, Lone Star Value Co-Invest I did not beneficially own any Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Lone Star Value Co-Invest I during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| C. | Lone Star Value GP |
| (a) | Lone Star Value GP, as the general partner of Lone Star Value Investors and Lone Star Value Co-Invest I, may be deemed the beneficial owner of the 1,997,458 Shares owned by Lone Star Value Investors. |
Percentage: Approximately 8.3%
| (b) | 1. Sole power to vote or direct vote: 1,997,458 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,997,458 4. Shared power to dispose or direct the disposition: 0 |
| 8 |
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Page 9 of 11 – SEC Filing
| (c) | Lone Star Value GP has not entered into any transactions in the Shares during the last 60 days. The transactions in the Shares on behalf of Lone Star Value Investors and Lone Star Value Co-Invest I during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| D. | Lone Star Value Management |
| (a) | As of the close of business on May 18, 2017, 266,740 Shares were held in the Separately Managed Account. Lone Star Value Management, as the investment manager of Lone Star Value Investors, Lone Star Value Co-Invest I and the Separately Managed Account, may be deemed the beneficial owner of the (i) 1,997,458 Shares owned by Lone Star Value Investors and (ii) 266,740 Shares held in the Separately Managed Account. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 2,264,198 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,264,198 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Lone Star Value Management has not entered into any transactions in the Shares during the last 60 days. The transactions in the Shares on behalf of Lone Star Value Investors and Lone Star Value Co-Invest I during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| E. | Mr. Eberwein |
| (a) | Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the (i) 1,997,458 Shares owned by Lone Star Value Investors and (ii) 266,740 Shares held in the Separately Managed Account. |
Percentage: Approximately 9.4%
| (b) | 1. Sole power to vote or direct vote: 2,264,198 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,264,198 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Eberwein has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Lone Star Value Investors and Lone Star Value Co-Invest I during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| 9 |
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Page 10 of 11 – SEC Filing
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: May 19, 2017
| Lone Star Value Investors, LP | |||
| By: | Lone Star Value Investors GP, LLC General Partner | ||
| By: | /s/ Jeffrey E. Eberwein | ||
| Name: | Jeffrey E. Eberwein | ||
| Title: | Manager | ||
| Lone Star Value Co-Invest I, LP | |||
| By: | Lone Star Value Investors GP, LLC General Partner | ||
| By: | /s/ Jeffrey E. Eberwein | ||
| Name: | Jeffrey E. Eberwein | ||
| Title: | Manager | ||
| Lone Star Value Investors GP, LLC | |||
| By: | /s/ Jeffrey E. Eberwein | ||
| Name: | Jeffrey E. Eberwein | ||
| Title: | Manager | ||
| Lone Star Value Management, LLC | |||
| By: | /s/ Jeffrey E. Eberwein | ||
| Name: | Jeffrey E. Eberwein | ||
| Title: | Sole Member | ||
| /s/ Jeffrey E. Eberwein | |
| Jeffrey E. Eberwein |
| 10 |
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Page 11 of 11 – SEC Filing
SCHEDULE A
Transactions in the Securities
of the Issuer during the Past 60 Days
| Shares of Common Stock Purchased/(Sold) | Price Per Share ($) | Date of Purchase / Sale |
LONE STAR VALUE INVESTORS, LP
| (155,281) | 0.8209(1) | 05/12/2017 |
| (10,000) | 0.7957(2) | 05/16/2017 |
| (50,000) | 0.7801(3) | 05/18/2017 |
LONE STAR VALUE CO-INVEST I, LP
| 5,000 | 0.8043(4) | 04/26/2017 |
| (25,000) | 0.8622(5) | 05/12/2017 |
| (3,868) | 0.8410(6) | 05/15/2017 |
| (26,132) | 0.8093(7) | 05/16/2017 |
| (43,000) | 0.7794(8) | 05/17/2017 |
| (107,000) | 0.7630(9) | 05/18/2017 |
(1) The price reported is a weighted average price.
These Shares were sold in multiple transactions at prices ranging from $0.7800 to $0.9400. The Reporting Persons undertake to provide
to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the range set forth in this footnote.
(2) The price reported is a weighted average price.
These Shares were sold in multiple transactions at prices ranging from $0.7700 to $0.8000. The Reporting Persons undertake to provide
to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) The price reported is a weighted average price.
These Shares were sold in multiple transactions at prices ranging from $0.7800 to $0.7900. The Reporting Persons undertake to provide
to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) The price reported is a weighted average price.
These Shares were purchased in multiple transactions at prices ranging from $0.7997 to $0.8196. The Reporting Persons undertake
to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.
(5) The price reported is a weighted average price.
These Shares were sold in multiple transactions at prices ranging from $0.8500 to $0.9000. The Reporting Persons undertake to provide
to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6) The price reported is a weighted average price.
These Shares were sold in multiple transactions at prices ranging from $0.8342 to $0.8500. The Reporting Persons undertake to provide
to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the range set forth in this footnote.
(7) The price reported is a weighted average price.
These Shares were sold in multiple transactions at prices ranging from $0.7764 to $0.8700. The Reporting Persons undertake to provide
to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the range set forth in this footnote.
(8) The price reported is a weighted average price.
These Shares were sold in multiple transactions at prices ranging from $0.7383 to $0.8900. The Reporting Persons undertake to provide
to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the range set forth in this footnote.
(9) The price reported is a weighted average price.
These Shares were sold in multiple transactions at prices ranging from $0.7500 to $0.8014. The Reporting Persons undertake to provide
to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the range set forth in this footnote.
