* |
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.
|
CUSIP NO. 620071100
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Bison Capital Partners VI, L.P.
|
|
|
|||
|
|
||||
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
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.23% (b)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(a) |
Consists of shares issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”). Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A.
Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.
|
(b) |
Based on 21,828,688 shares of Common Stock outstanding, which consists of (i) 19,595,355 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-Q for the fiscal
quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023, (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the Company’s 10%
Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP, (iii) 50,000 shares of common stock purchased in an open market transaction on June 23, 2023 at a price of $7.00 per share, (iv) 20,000
shares of common stock purchased in an open market transaction on September 21, 2023 at a price of $7.50 per share, (v) 25,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.50 per
share, and (vi) 5,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.49 per share.
|
CUSIP NO. 620071100
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Bison Capital Partners VI-A, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.23% (b)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(a) |
Consists of shares issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”). Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A.
Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.
|
(b) |
Based on 21,828,688 shares of Common Stock outstanding, which consists of (i) 19,595,355 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-Q for the fiscal
quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023, (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the Company’s 10%
Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP, (iii) 50,000 shares of common stock purchased in an open market transaction on June 23, 2023 at a price of $7.00 per share, (iv) 20,000
shares of common stock purchased in an open market transaction on September 21, 2023 at a price of $7.50 per share, (v) 25,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.50 per
share, and (vi) 5,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.49 per share.
|
CUSIP NO. 620071100
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Bison Capital Partners VI GP, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.23% (b)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
(a) |
Consists of shares issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”). Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A.
Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.
|
(b) |
Based on 21,828,688 shares of Common Stock outstanding, which consists of (i) 19,595,355 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-Q for the fiscal
quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023, (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the Company’s 10%
Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP, (iii) 50,000 shares of common stock purchased in an open market transaction on June 23, 2023 at a price of $7.00 per share, (iv) 20,000
shares of common stock purchased in an open market transaction on September 21, 2023 at a price of $7.50 per share, (v) 25,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.50 per
share, and (vi) 5,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.49 per share.
|
CUSIP NO. 620071100
|
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Bison Capital Partners GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,233,333 (a)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.23% (b)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(a) |
Consists of shares issuable to Bison Capital Partners VI, L.P. (“Bison VI”) and Bison Capital Partners VI-A, L.P. (“Bison VI-A”). Bison Capital Partners VI GP, L.P. (“Bison VI GP”), is the general partner of Bison VI and Bison VI-A.
Bison Capital Partners GP LLC (“Ultimate GP”), is the general partner of Bison VI GP. Bison VI, Bison VI-A, Bison VI GP and Ultimate GP share voting and dispositive power over these shares.
|
(b) |
Based on 21,828,688 shares of Common Stock outstanding, which consists of (i) 19,595,355 shares of Common Stock outstanding, as disclosed by the Issuer on the cover page of its Form 10-Q for the fiscal
quarter ended June 30, 2023, filed with the Securities and Exchange Commission on August 9, 2023, (ii) 2,133,333 shares of Common Stock issuable upon conversion of an aggregate of $32 million principal amount of the Company’s 10%
Convertible Promissory Notes beneficially owned by Bison VI, Bison VI-A, Bison VI GP and Ultimate GP, (iii) 50,000 shares of common stock purchased in an open market transaction on June 23, 2023 at a price of $7.00 per share, (iv) 20,000
shares of common stock purchased in an open market transaction on September 21, 2023 at a price of $7.50 per share, (v) 25,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.50 per
share, and (vi) 5,000 shares of common stock purchased in an open market transaction on September 22, 2023 at a price of $7.49 per share.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
Dated: October 5, 2023
|
Bison Capital Partners VI, L.P.
|
|
By: BISON CAPITAL PARTNERS VI GP, L.P.,
|
||
its general partner
|
||
By: BISON CAPITAL PARTNERS GP, LLC,
|
||
its general partner
|
||
By:
|
/s/ Douglas Trussler |
|
Name: Douglas Trussler
|
||
Title: Managing Member
|
||
Dated: October 5, 2023
|
Bison Capital Partners VI-A, L.P.
|
|
By: BISON CAPITAL PARTNERS VI GP, L.P.,
|
||
its general partner
|
||
By: BISON CAPITAL PARTNERS GP, LLC,
|
||
its general partner
|
||
By:
|
/s/ Douglas Trussler | |
Name: Douglas Trussler
|
||
Title: Managing Member
|
||
Dated: October 5, 2023
|
Bison Capital Partners VI GP, L.P.
|
|
By: BISON CAPITAL PARTNERS GP, LLC,
|
||
its general partner
|
||
By:
|
/s/ Douglas Trussler | |
Name: Douglas Trussler
|
||
Title: Managing Member
|
||
Dated: October 5, 2023
|
By: BISON CAPITAL PARTNERS GP, LLC,
|
|
By:
|
/s/ Douglas Trussler | |
Name: Douglas Trussler
|
||
Title: Managing Member
|