EXPLANATORY NOTE
This Amendment No. 5 (Amendment No. 5) to Schedule 13D is filed jointly by Mr. Moreno,
SunChase, Mr. Pope, Verde and Mr. Garcia (together, the Reporting Persons, and each, a Reporting Person) with respect to the Issuers Common Stock, pursuant to their Joint Filing
Agreement dated as of July 26, 2023 (the Joint Filing Agreement), filed as an exhibit to the Schedule 13D originally filed on behalf of the Reporting Persons with the United States Securities and Exchange Commission
(the SEC) on July 26, 2023, as subsequently amended on August 31, 2023, September 28, 2023, October 20, 2023 and November 3, 2023 (the Original Schedule 13D). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the
Original Schedule 13D.
As set forth below, upon the execution of the notice of dissolution (the Notice of Dissolution),
Mr. Moreno, SunChase, Mr. Pope, Verde and Mr. Garcia shall no longer be deemed to be a group within the meaning of Rule 13d-5(b) of the Exchange Act. Accordingly, such group has been dissolved
and all further filings with respect to transactions in the Issuers Common Stock will be filed, if required, by members of the group, in their individual capacity and not as a group pursuant to Rule 13(d)(1)(k) of the Exchange Act.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following information:
The responses to Item 5 hereof are incorporated herein by reference.
On November 30, 2023, Mr. Moreno, SunChase, and Verde purchased 3,800,000 shares of Common Stock in a block purchase on the open market for an
aggregate purchase price of $5,339,000.00, including brokerage commissions. Funding for the purchases of the Common Stock was from personal funds and working capital.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and supplemented to include the following information:
The information set forth in Item 3 and on the cover pages of this Amendment No. 5 is incorporated by reference in its entirety into this Item 5.
Upon the execution of the Notice of Dissolution, Mr. Moreno, SunChase, Mr. Pope, Verde and Mr. Garcia are no longer deemed to be a group within
the meaning of Rule 13d-5(b) of the Exchange Act.
(c) |
The transactions effected by the Reporting Persons in respect of the Issuers Common Stock since the most
recent filing of the Reporting Persons on Original Schedule 13D are set forth on the following table. All purchases provided below were made by the Reporting Persons in open market transactions at prevailing markets prices. |
Arturo R. Moreno
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Nature of Transaction |
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Transaction Date |
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Number of Shares |
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Total Purchase Amount ($) |
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Price Per Share ($) |
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Price Per Share Range |
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Purchase of Common Stock on Open Market |
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11/30/2023 |
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1,800,000 |
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$ |
2,529,000.00 |
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$ |
1.40 |
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$ |
1.40 |
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SunChase Investments LLC
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Nature of Transaction |
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Transaction Date |
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Number of Shares |
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Total Purchase Amount ($) |
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Price Per Share ($) |
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Price Per Share Range |
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Purchase of Common Stock on Open Market |
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11/30/2023 |
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1,000,000 |
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$ |
1,405,000.00 |
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$ |
1.40 |
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$ |
1.40 |
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Verde Investments, Inc.
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Nature of Transaction |
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Transaction Date |
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Number of Shares |
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Total Purchase Amount ($) |
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Price Per Share ($) |
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Price Per Share Range |
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Purchase of Common Stock on Open Market |
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11/30/2023 |
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1,000,000 |
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$ |
1,405,000.00 |
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1.40 |
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$ |
1.40 |
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Item 7. Material to be Filed as Exhibits
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Exhibit |
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Description |
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99.1 |
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Notice of Dissolution between Reporting Persons. |