Filing Details

Shared Voting Power: 9,915,415 (comprised of (i) 8,055,200 shares of Common Stock (“Common Shares”) and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of 6% Convertible Subordinated Debentures (“Convertible Debentures”) which are convertible at an effective conversion price of $4.65 per Common Share)

Sole Dispositive Power:

Shared Dispositive Power 9,915,415 (comprised of (i) 8,055,200 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share)

Aggregate Amount Beneficially Owned by Each Reporting Person 9,915,415 (comprised of (i) 8,055,200 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share)

Shared Voting Power 9,915,415 (comprised of (i) 8,055,200 shares of Common Stock ("Common Shares") and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of 6% Convertible Subordinated Debentures ("Convertible Debentures") which are convertible at an effective conversion price of $4.65 per Common Share)

Sole Dispositive Power:

Shared Dispositive Power 9,915,415 (comprised of (i) 8,055,200 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures at an effective conversion price of $4.65 per Common Share)

Aggregate Amount Beneficially Owned by Each Reporting Person 9,915,415 (comprised of (i) 8,055,200 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures at an effective conversion price of $4.65 per Common Share)

Shared Voting Power 9,915,415 (comprised of (i) 8,055,200 shares of Common Stock ("Common Shares") and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of 6% Convertible Subordinated Debentures ("Convertible Debentures") which are convertible at an effective conversion price of $4.65 per Common Share)

Sole Dispositive Power:

Shared Dispositive Power 9,915,415 (comprised of (i) 8,055,200 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share)

Aggregate Amount Beneficially Owned by Each Reporting Person 9,915,415 (comprised of (i) 8,055,200 Common Shares and (ii) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share)

Name of Person Filing
The names of the persons filing this statement on Schedule 13G are:

     i.     MAK Capital One L.L.C. (“MAK Capital”);

     ii.    Michael A. Kaufman (“Mr. Kaufman”)

     iii.   MAK Capital Fund LP (“MAK Fund” and collectively, with MAK Capital, Mr. Kaufman, the “Reporting Persons”).

Citizenship
MAK Capital is a Delaware limited liability company.

Mr. Kaufman is a United States citizen.

MAK Fund is a Bermuda limited partnership.

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Amount beneficially owned:

9,915,415 (comprised of (a) 8,055,200 shares of Common Stock (“Common Shares”) and (b) 1,860,215 Common Shares issuable upon conversion of $8,650,000 aggregate principal amount of 6% Convertible Subordinated Debentures (“Convertible Debentures”) which are convertible at an effective conversion price of $4.65 per Common Share).

The Common Shares and Convertible Debentures are held by MAK Fund of which MAK Capital serves as investment manager and Mr. Kaufman is the managing member of MAK Capital

Percent of class:

11.4%

The calculation is based upon 87,194,770 Common Shares as follows: (i) 85,334,555 shares of Common Stock outstanding as of October 29, 2021, as disclosed by the Issuer in its Form 10-Q Quarterly Report filed with the U.S. Securities and Exchange Commission on November 3, 2021 and (ii) 1,860,215 Common Shares issuable upon conversion of the Convertible Debentures held by the Reporting Persons.

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Not applicable.

Shared power to vote or to direct the vote: 9,915,415 (comprised of (a) 8,055,200 Common Shares and (b) 1,860,215 Common Shares issuable upon the conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

Sole power to dispose or to direct the disposition of

Not applicable.

Shared power to dispose or to direct the disposition of: 9,915,415 (comprised of (a) 8,055,200 Common Shares and (b) 1,860,215 Common Shares issuable upon the conversion of $8,650,000 aggregate principal amount of Convertible Debentures which are convertible at an effective conversion price of $4.65 per Common Share).

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Michael A. Kaufman,

Managing Member