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. Checkbox not checked

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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SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in rows 7 and 9 above include (i) 6,000,000 shares of Common Stock which James A. Cacioppo ("Mr. Cacioppo") has the right to acquire through exercise of stock options within sixty days from September 1, 2026 and excludes 6,447,732 shares of Common Stock after giving effect to the blocker provisions described below; and (ii) 6,270,221 shares of Common Stock which Mr. Cacioppo has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The amounts set forth in rows 8 and 10 include all securities beneficially owned by Mr. Cacioppo (in accordance with Rule 13d-3(d)(1)) through his ownership and/or control of the other Reporting Persons identified herein. The amount set forth in row 11 above includes all securities directly or beneficially (in accordance with Rule 13d-3(d)(1)) owned by Mr. Cacioppo. The percentage of class in row 13 gives effect to the blocker provisions in certain of the warrants and stock options held by the Reporting Persons that limit the acquisition of beneficial ownership of shares of Common Stock upon exercise of such securities above 19.9% and was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on July 31, 2026, plus (ii) 6,000,000 shares of Common Stock which Mr. Cacioppo has the right to acquire through exercise of stock options within sixty days from September 1, 2026 (after giving effect to the blocker provisions), and (iii) 22,723,184 shares of Common Stock which Mr. Cacioppo or the other Reporting Persons listed herein has the right to acquire through exercise of warrants within sixty days from September 1, 2026 (after giving effect to the blocker provisions).


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in rows 7, 9 and 11 include 2,500,000 shares of Common Stock which OEP Opportunities, L.P. has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The percentage of class in row 13 was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 2,500,000 shares of Common Stock which OEP Opportunities, L.P. has the right to acquire through exercise of warrants within sixty days from September 1, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts in rows 7, 9 and 11 include 2,935,000 shares of Common Stock which One East Capital Advisors, LP has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The percentage of class in row 13 was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 2,935,000 shares of Common Stock which One East Capital Advisors, LP has the right to acquire through exercise of warrants within sixty days from September 1, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts set forth in rows 7, 9 and 11 include 2,500,000 shares of Common Stock which One East Partners L.P. has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The percentage of class in row 13 was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 2,500,000 shares of Common Stock which One East Partners L.P. has the right to acquire through exercise of warrants within sixty days from September 1, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The percentage of class was calculated based on 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amounts in rows 7, 9 and 11 consists of 719,080 shares of Common Stock which Serpentine Capital Management II, LLC has the right to acquire through exercise of warrants within sixty days from September 1, 2026. The percentage of class was calculated based on The percentage of class was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 719,080 shares of Common Stock which Serpentine Capital Management II, LLC has the right to acquire through exercise of warrants within sixty days from September 1, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount set forth in rows 7, 9, and 11 above consist of 7,798,883 shares of Common Stock which Serpentine Capital Management III LLC has the right to acquire through exercise of warrants within sixty days from September 1, 2026 and excludes 1,612,055 shares of Common Stock after giving effect to the blocker provisions in the warrants. The percentage of class in row 13 above was calculated based on (i) 199,698,263 shares of Common Stock outstanding as of July 30, 2026, as reported by the Issuer in its Current Report on Form 8-K filed with the SEC on July 31, 2026 plus (ii) 7,798,883 shares of Common Stock which Serpentine Capital Management III LLC has the right to acquire through exercise of warrants within sixty days from September 1, 2026 (after giving effect to the blocker provisions).


SCHEDULE 13D


 
James A. Cacioppo
 
Signature:James A. Cacioppo
Name/Title:/s/ James A. Cacioppo
Date:09/03/2026
 
OEP Opportunities, L.P.
 
Signature:OEP Opportunities, L.P.
Name/Title:/s/ James Cacioppo, Partner
Date:09/03/2026
 
One East Capital Advisors, LP
 
Signature:One East Capital Advisors, LP
Name/Title:/s/ James Cacioppo, Partner
Date:09/03/2026
 
One East Partners L.P.
 
Signature:One East Partners L.P.
Name/Title:/s/ James Cacioppo, Partner
Date:09/03/2026
 
ST 2 LLC
 
Signature:ST 2 LLC
Name/Title:/s/ James Cacioppo, Managing Member
Date:09/03/2026
 
Serpentine Capital Management II, LLC
 
Signature:Serpentine Capital Management II, LLC
Name/Title:/s/ James Cacioppo, Managing Member
Date:09/03/2026
 
Serpentine Capital Management III LLC
 
Signature:Serpentine Capital Management III LLC
Name/Title:/s/ James Cacioppo, Managing Member
Date:09/03/2026