(Name of Issuer)
|
(Title of Class of Securities)
|
(CUSIP Number)
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
(Date of Event which Requires Filing of this Statement)
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BARC Investments, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
Connecticut
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
58,950,460 (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
-- |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
-- |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
69.4% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 40,737,751 shares of the Company's common stock issued and outstanding as of February 29, 2024, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the
issuance and sale of 44,200,460 shares of common stock in a private placement by the Company completed on April 1, 2024 as disclosed in the Company’s Current Report on Form 8-K as filed with the SEC on April 1, 2024.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Alessandra F. Bianco
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
69.4% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
These shares are directly beneficially owned by BARC Investments, LLC (“BARC Investments”). Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr., as managing members of BARC
Investments, share voting and dispositive power with respect to shares held by BARC Investments. Pursuant to Rule 13d-4, each of Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr. disclaims beneficial ownership of the
shares beneficially owned by BARC Investments to the extent he or she does not have a pecuniary interest in such shares.
|
(2)
|
Based on 40,737,751 shares of the Company's common stock issued and outstanding as of February 29, 2024, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and
the issuance and sale of 44,200,460 shares of common stock in a private placement by the Company completed on April 1, 2024 as disclosed in the Company’s Current Report on Form 8-K as filed with the SEC on April 1, 2024.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Christina A. Bianco
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-- |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-- |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
69.4% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
These shares are directly beneficially owned by BARC Investments, LLC (“BARC Investments”). Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr., as managing members of BARC Investments, share voting and dispositive
power with respect to shares held by BARC Investments. Pursuant to Rule 13d-4, each of Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr. disclaims beneficial ownership of the shares beneficially owned by BARC
Investments to the extent he or she does not have a pecuniary interest in such shares.
|
(2)
|
Based on 40,737,751 shares of the Company's common stock issued and outstanding as of February 29, 2024, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the issuance and sale of
44,200,460 shares of common stock in a private placement by the Company completed on April 1, 2024 as disclosed in the Company’s Current Report on Form 8-K as filed with the SEC on April 1, 2024.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Richard A. Bianco, Jr.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
58,950,460 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
69.4% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
These shares are directly beneficially owned by BARC Investments, LLC (“BARC Investments”). Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr., as managing members of BARC Investments, share voting and dispositive
power with respect to shares held by BARC Investments. Pursuant to Rule 13d-4, each of Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr. disclaims beneficial ownership of the shares beneficially owned by BARC
Investments to the extent he or she does not have a pecuniary interest in such shares.
|
(2)
|
Based on 40,737,751 shares of the Company's common stock issued and outstanding as of February 29, 2024, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the issuance and sale of
44,200,460 shares of common stock in a private placement by the Company completed on April 1, 2024 as disclosed in the Company’s Current Report on Form 8-K as filed with the SEC on April 1, 2024.
|
Item 1. |
Security and Issuer.
|
Item 3.
|
Source and Amount of Funds and Other Considerations.
|
Item 5. |
Interests in Securities of the Issuer.
|
Item 7. |
Materials to be Filed as Exhibits.
|
1. |
Joint Filing Agreement by and among BARC Investments, Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr., dated March 26, 2009 (previously filed with the Schedule 13D on March
26, 2009).
|
Date: April 1, 2024
|
BARC Investments, LLC
|
||
By:
|
/s/ Alessandra F. Bianco
|
|
Alessandra F. Bianco, Managing Member
|
||
/s/ Christina A. Bianco
|
||
Christina A. Bianco, Managing Member
|
||
/s/ Richard A. Bianco, Jr.
|
||
Richard A. Bianco, Jr., Managing Member
|
||
/s/ Alessandra F. Bianco
|
||
Alessandra F. Bianco
|
||
/s/ Christina A. Bianco
|
||
Christina A. Bianco
|
||
/s/ Richard A. Bianco, Jr.
|
||
Richard A. Bianco, Jr.
|
1. |
Joint Filing Agreement by and among BARC Investments, Alessandra F. Bianco, Christina A. Bianco, and Richard A. Bianco, Jr., dated March 26, 2009 (previously filed with the Schedule 13D on March
26, 2009).
|