Filing Details

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1	NAMES OF REPORTING PERSONS
	Oaktree-TCDRS Strategic Credit, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not Applicable
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
			0
		8	SHARED VOTING POWER
			14,641 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			14,641 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,641 (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)
	0.06% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

1	NAMES OF REPORTING PERSONS
	Oaktree-Forrest Multi-Strategy, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,836 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,836 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,836 (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)
	0.05% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 11,836 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree-TBMR Strategic Credit Fund C, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			7,120 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			7,120 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,120 (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)
	0.03% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 7,120 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

(1)          The reported securities represent 11,155 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree-TBMR Strategic Credit Fund G, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			18,208 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			18,208 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,208 (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)
	0.07% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 18,208 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree-TSE 16 Strategic Credit, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			18,328 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			18,328 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,328 (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)
	0.07% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 18,328 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	INPRS Strategic Credit Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			5,424 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			5,424 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,424 (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)
	0.02% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 5,424 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree Gilead Investment Fund AIF (Delaware), 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)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			91,735 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			91,735 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	91,735 (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)
	0.37% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)          The reported securities represent 91,735 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree Specialty Lending Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			350,241 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			350,241 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	350,241 (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)
	1.40% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)          The reported securities represent 350,241 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree Strategic Credit Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			127,376 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			127,376 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	127,376 (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)
	0.51% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 127,376 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree GCP Fund Delaware Holdings, 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)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			8,149 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			8,149 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,149 (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)
	0.03% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)          The reported securities represent 8,149 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree Diversified Income Fund Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			26,745 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			26,745 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	26,745 (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)
	0.11% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)          The reported securities represent 26,745 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree AZ Strategic Lending Fund, 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)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			174,239 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			174,239 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	174,239 (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)
	0.69% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)          The reported securities represent 174,239 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree Loan Acquisition Fund, 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)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			135,861 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			135,861 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	135,861 (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)
	0.54% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)          The reported securities represent 135,861 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree LSL Fund Holdings EURRC S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			118,878 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			118,878 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	118,878 (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)
	0.47% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 118,878 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree LSL Fund Delaware Holdings EURRC, 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)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			101,901 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			101,901 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	101,901 (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)
	0.41% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)          The reported securities represent 101,901 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree PRE Life Sciences Fund, 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)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			114,044 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			114,044 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	114,044 (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)
	0.45% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)          The reported securities represent 114,044 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Reporting Person.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			127,376 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			127,376 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	127,376 (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)
	0.51% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 127,376 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by Oaktree Strategic Credit Fund.

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Atlas OCM Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
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
			0
		8	SHARED VOTING POWER
			1,208,505 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,208,505 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,208,505 (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)
	4.82% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 1,208,505 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Atlas Entities (defined below).

(2)         Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

(1)          The reported securities represent 127,376 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by Oaktree Strategic Credit Fund.

(2)         Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	BAM Partners Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			127,376 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			127,376 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	127,376 (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)
	0.51% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 127,376 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by Oaktree Strategic Credit Fund.

(2)         Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Brookfield Asset Management ULC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Columbia, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,208,505 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,208,505 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,208,505 (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)
	4.82% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)          The reported securities represent 1,208,505 shares of Common Stock issuable upon the exercise of currently exercisable Warrants directly held by the Atlas Entities (defined below).

(2)          Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

 

This statement of beneficial ownership on Schedule 13D relates to Warrants to purchase shares of Common Stock of Impel Pharmaceuticals Inc., a Delaware corporation (the “Issuer”). According to the Issuer, the address of its principal executive office is 201 Elliott Avenue West, Suite 260, Seattle, WA, 98119.

 

 

(a)-(c), (f)

 

This Schedule 13D is filed as joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the “Reporting Persons”):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Set forth in the attached Annex A is a listing of the directors, executive officers, investment managers, managers, members and general partners, as applicable, of each Reporting Person (collectively, with respect to such persons relating to the Oaktree Parties, the “Oaktree Covered Persons” and, with respect to such persons relating to the Brookfield Parties, the “Brookfield Covered Persons” and together with the Oaktree Covered Persons, the “Covered Persons”) and is incorporated by reference. Except as set forth in Annex A, each of the Covered Persons that is a natural person is a United States citizen.

 

The principal business of the Oaktree Holders is operations as private investment funds and related separate accounts and holdings companies and the principal business of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC is management of the Oaktree Holders. The principal business address of each of the Oaktree Parties and each Oaktree Covered Person is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

 

The principal business of Brookfield Corporation is management of Oaktree Capital Group, LLC, the principal business of BAM Partners Trust is management of Brookfield Corporation and the principal business of Brookfield Asset Management ULC is management of Atlas OCM Holdings, LLC. The principal business address of the Brookfield Parties and each Brookfield Covered Person is Brookfield Place, Suite 100, 181 Bay Street P.O. Box 762 Toronto, Ontario, Canada, M5J2T3.

 

(d) – (e) During the last five years, none of the Reporting Persons, or to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

As described in Item 4 below, on September 5, 2023, the Issuer issued to the Oaktree Holders immediately exercisable warrants to acquire 1,335,881 shares of Common Stock at an exercise price per share of $0.01, in connection with the Issuer’s borrowing of $7.5 million in aggregate principal amount of tranche B term loans made by the tranche B lenders to the Issuer pursuant to the Amended Credit Agreement (as defined below). The interests in the tranche B loan held by the Oaktree Holders were funded from the Oaktree Holders’ contributed capital.

 

Amended Credit Agreement

 

On September 5, 2023, the Issuer entered into the Second Amendment to Credit Agreement and Guaranty and Revenue Interest Financing Agreement (the “Amended Credit Agreement ”) with Oaktree Fund Administration, LLC as administrative agent, the Oaktree Holders, as existing lenders, and certain other lenders party thereto (collectively, the “Lenders”), which amends the Issuer’s (i) Credit Agreement and Guaranty dated March 17, 2022, as amended on August 21, 2023, and (ii) the Revenue Interest Financing Agreement dated March 17, 2022, as amended on August 21, 2023 (the “RIF Agreement”) (collectively, the “Original Agreements”). The Amended Credit Agreement provides for an aggregate principal loan amount to the Issuer by the Lenders of approximately $121.5 million, including up to $20 million in additional cash proceeds to the Issuer from the making of additional term loans, the exchange of approximately $96.5 million of outstanding principal under the Original Agreement, and an in-kind forbearance fee of $5.0 million.

 

Pursuant to the Amended Credit Agreement, the Issuer borrowed $4,500,000 of tranche B term loans at signing (in addition to $3,000,000 previously funded on August 21, 2023) and will have the right to draw up to $12,500,000 more in additional tranche B term loans over the course of 2023, subject to the Issuer’s achievement of certain strategic transaction process milestones, satisfaction of minimum net revenue and product units sold covenants and satisfaction of certain other covenants and conditions specified in the Amended Credit Agreement.

 

Under the Amended Credit Agreement, the first lien tranche A provides for loans in an aggregate original principal loan of $101.5 million, consisting of $51.4 million exchanged for existing tranche A-1 term loans, a $5.0 million forbearance fee, $9.1 million exchanged for existing tranche A-2 term loans, and $36.0 million exchanged for the right to future revenue interest payments. The first lien tranche B provides for loans in an aggregate original principal loan of $20.0 million.

 

Interest will be paid in kind (PIK) on both the tranche A and tranche B term loans through the end of the forbearance period, which was extended to December 31, 2023, under the Amended Credit Agreement, and accrues at SOFR + 10.75%. The first lien tranche B is entitled to a 2x multiple on invested capital. The tranche A lenders and tranche B lenders will be entitled to be repaid a maximum aggregate amount of approximately $141.5 million (assuming the entire $20.0 million of tranche B loans are funded), plus PIK interest on the tranche A term loan.

 

The amounts outstanding under the Amended Credit Agreement are secured and collateralized by all of the Issuer’s assets. The Amended Credit Agreement also provides for certain modifications to the existing covenants, including additional reporting obligations, minimum net revenue and product units sold covenants and additional milestones. In addition, the Amended Credit Agreement includes customary events of default, the occurrence of which could result in termination of the Lenders’ commitments or the acceleration of the Issuer’s obligations under the Amended Credit Agreement.

 

The foregoing summary of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amended Credit Agreement, which is filed hereto as Exhibit 2, and is incorporated herein by reference.

 

Warrants

 

Pursuant to the Amended Credit Agreement, the Issuer agreed to issue to the tranche B lenders, from time to time, warrants to purchase up to an aggregate of 4,749,800 shares of Common Stock, representing warrant coverage equal to an aggregate 19.99% of the Issuer’s outstanding shares of Common Stock as of the date thereof (the “Tranche B Warrants”). The Tranche B Warrants are to be issued to each tranche B lender upon each borrowing of tranche B term loans in proportion to the amount of tranche B term loans funded by such tranche B lender. In consideration for the funding of $4.5 million and $3 million of tranche B term loans on September 5, 2023 and August 21, 2023, respectively, or 37.5% of the original principal amount of the tranche B term loan, Tranche B Warrants exercisable for an aggregate of 1,781,175 shares of Common Stock, or 37.5% of the aggregate warrant coverage amount, were issued to the tranche B lenders at signing of the Amended Credit Agreement on September 5, 2023 (the “Outstanding Tranche B Warrants”). Tranche B Warrants exercisable for up to the remaining 2,968,625 shares of Common Stock, or 62.5% of the aggregate warrant coverage amount, will be issued to the tranche B lenders on a pro rata basis in connection with each subsequent draw, if any, by the Issuer of the tranche B term loans as described in the Amended Credit Agreement. In their capacity as tranche B lenders, the Oaktree Holders were issued Tranche B Warrants pursuant to warrant certificates exercisable for an aggregate of 1,335,881 shares of Common Stock on September 5, 2023 (such Tranche B Warrants held by the Oaktree Holders, the “Warrants”). The Oaktree Holders may be issued additional Tranche B Warrants exercisable for up to an additional 2,226,469 shares of Common Stock from time to time as provided in the Credit Agreement.

 

The Warrants are exercisable, in full or in part, at any time prior to September 5, 2030 (the seventh (7^th) anniversary of their issuance) or the consummation of a Change of Control (as defined in the Warrants), whichever occurs earlier, at an exercise price of $0.01 per share, provided that for so long as the Common Stock is listed on a public trading exchange, unless and until the Issuer obtains shareholder approval, the Warrants may only be exercised to the extent all Tranche B Warrants then outstanding are simultaneously exercised in accordance with their terms. The Warrants are subject to anti-dilution adjustments in the event of certain future subdivisions (by any stock split, recapitalization or otherwise), combinations or similar events, any capital reorganization, reclassification, consolidation or merger or other similar transaction of the Issuer that does not constitute a Change of Control as set forth in the Warrants. The Warrants may be exercised for cash in an amount equal to the aggregate exercise price, or in lieu of paying the aggregate exercise price, the Reporting Parties may elect a cashless exercise in accordance with the terms of the Warrants. Prior to the issuance of shares of Common Stock upon exercise of the Warrants, the Reporting Parties are not entitled to vote or be deemed the holder of shares of Common Stock, however the Reporting Parties are entitled to receive, simultaneously with holders of the Common Stock, dividends and other distributions made to such holders of Common Stock.

 

Pursuant to the terms of the Warrants, the Reporting Parties and their affiliates will be entitled to registration rights under certain circumstances in connection with the exercise of the Warrants and the issuance of the shares of Common Stock thereunder.

 

The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by the full text of the Form of Warrant, which is filed hereto as Exhibit 3, and is incorporated herein by reference.

 

General

 

Each of the Reporting Persons acquired the Warrants for investment purposes. The Reporting Persons will continuously evaluate the Issuer’s businesses, strategies, prospects, management, governance, operations, performance, financial matters, capital structure and prospects, market positions, strategic and other transactions (including transactions involving one or more of the Reporting Persons and/or their respective affiliates and/or portfolio companies and/or other stockholders of the Issuer), director and officer incentive programs, corporate governance decisions by the Issuer’s management and the Board of Directors of the Issuer (the “Board”), alternative investment opportunities, changes in law and/or regulations, general industry or economic conditions and all other factors that may increase the value of the Issuer’s securities beneficially owned by the Reporting Persons or that may be deemed relevant in determining whether additional securities will be acquired by the Reporting Persons or, if applicable, their affiliates or whether the Reporting Persons or, if applicable, any such affiliates will dispose of shares of Common Stock or other securities of the Issuer. Depending on such factors, at any time, the Reporting Persons may acquire shares of Common Stock or other securities of the Issuer in addition to the shares of Common Stock underlying the Warrants, including, without limitation, a controlling position in the Common Stock or some or all of the shares of Common Stock or other securities that are beneficially owned by the Reporting Persons may be sold, in either case in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may also seek to modify the terms of the Issuer’s securities held by them, through various transactions, including, without limitation, refinancing or derivative transactions, provide additional capital or debt financing to the Issuer, or pledge their interests in the Issuer’s securities as collateral for liquidity purposes.

 

Other than as described in this Schedule 13D, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons has any current plans or proposals which relate to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment in the Issuer and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make informal recommendations or formal proposals to Issuer’s management or the Board, including any special committees of the Board and their respective advisors, other holders of the Issuer’s securities, industry analysts, financial sponsors, existing or potential strategic partners, sources or potential sources of capital and other third parties regarding such matters.

 

 

(a) and (b).

 

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.

 

Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this statement.

 

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 1,335,881 shares of Common Stock by virtue of the Warrants directly held by the Oaktree Holders as described below. The Warrants are immediately exercisable for 1,335,881 shares of Common Stock, representing approximately 5.33% of the Common Stock outstanding as of the date hereof.

 

All such ownership percentages of the securities reported herein are based upon 25,084,886 shares of Common Stock outstanding, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 15, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants held by the Oaktree Holders.

 

Oaktree-TCDRS Strategic Credit, LLC directly holds Warrants exercisable immediately for 14,641 shares of Common Stock;

 

Oaktree-Forrest Multi-Strategy, LLC directly holds Warrants exercisable immediately for 11,836 shares of Common Stock;

 

Oaktree-TBMR Strategic Credit Fund C, LLC directly holds Warrants exercisable immediately for 7,120 shares of Common Stock;

 

Oaktree-TBMR Strategic Credit Fund F, LLC directly holds Warrants exercisable immediately for 11,155 shares of Common Stock;

 

Oaktree-TBMR Strategic Credit Fund G, LLC directly holds Warrants exercisable immediately for 18,208 shares of Common Stock;

 

Oaktree-TSE 16 Strategic Credit, LLC directly holds Warrants exercisable immediately for 18,328 shares of Common Stock;

 

INPRS Strategic Credit Holdings, LLC directly holds Warrants exercisable immediately for 5,424 shares of Common Stock;

 

Oaktree Gilead Investment Fund AIF (Delaware), L.P. directly holds Warrants exercisable immediately for 91,735 shares of Common Stock;

 

Oaktree Specialty Lending Corporation directly holds Warrants exercisable immediately for 350,241 shares of Common Stock;

 

Oaktree Strategic Credit Fund directly holds Warrants exercisable immediately for 127,376 shares of Common Stock;

 

Oaktree GCP Fund Delaware Holdings, L.P. directly holds Warrants exercisable immediately for 8,149 shares of Common Stock;

 

Oaktree Diversified Income Fund Inc., directly holds Warrants exercisable immediately for 26,745 shares of Common Stock;

 

Oaktree AZ Strategic Lending Fund, L.P. directly holds Warrants exercisable immediately for 174,239 shares of Common Stock;

 

Oaktree Loan Acquisition Fund, L.P. directly holds Warrants exercisable immediately for exercisable for 135,861 shares of Common Stock;

 

Oaktree LSL Fund Holdings EURRC S.à r.l., directly holds Warrants exercisable immediately for 118,878 shares of Common Stock;

 

Oaktree LSL Fund Delaware Holdings EURRC, L.P. directly holds Warrants exercisable immediately for 101,901 shares of Common Stock;

 

Oaktree PRE Life Sciences Fund, L.P. directly holds Warrants exercisable immediately for 114,044 shares of Common Stock;

 

Oaktree Capital Group, LLC, in its capacity as the indirect manager of Oaktree Strategic Credit Fund, may be deemed to beneficially own the 127,376 shares of Common Stock issuable upon exercise of the Warrants held directly by Oaktree Strategic Credit Fund;

 

Atlas OCM Holdings, LLC in its capacity as the indirect manager of Oaktree-TCDRS Strategic Credit, LLC, Oaktree-Forrest Multi-Strategy, LLC, Oaktree-TBMR Strategic Credit Fund C, LLC, Oaktree-TBMR Strategic Credit Fund F, LLC, Oaktree-TBMR Strategic Credit Fund G, LLC, Oaktree-TSE 16 Strategic Credit, LLC, INPRS Strategic Credit Holdings, LLC, Oaktree Gilead Investment Fund AIF (Delaware), L.P., Oaktree Specialty Lending Corporation, Oaktree GCP Fund Delaware Holdings, L.P., Oaktree AZ Strategic Lending Fund, L.P., Oaktree Loan Acquisition Fund, L.P., Oaktree PRE Life Sciences Fund, L.P., Oaktree Diversified Income Fund Inc., Oaktree LSL Fund Holdings EURRC S.a r.l., and Oaktree LSL Fund Delaware Holdings EURRC, L.P. (the “Atlas Entities”), may be deemed to beneficially own the 1,208,505 shares of Common Stock issuable upon exercise of the Warrants held directly by the Atlas Entities;

 

Brookfield Corporation, in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC, may be deemed to beneficially own the 127,376 shares of Common Stock issuable upon exercise of the Warrants held directly by Oaktree Strategic Credit Fund;

 

BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation, may be deemed to beneficially own the 127,376 shares of Common Stock issuable upon exercise of the Warrants held directly by Oaktree Strategic Credit Fund; and

 

Brookfield Asset Management ULC, in its capacity as the indirect owner of Class A units of Atlas OCM Holdings, LLC, may be deemed to beneficially own the 1,208,505 shares of Common Stock issuable upon exercise of the Warrants held directly by the Atlas Entities.

 

With respect to the Warrants exercisable immediately for shares of Common Stock reported herein, each of the Reporting Persons may be deemed to have shared voting and dispositive power or the shared power to direct the vote and disposition of the number of Warrants exercisable immediately for shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Warrants exercisable immediately for shares of Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than each Oaktree Holder with respect to securities reported as directly held by such Oaktree Holder.

 

(c)

 

Other than as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days.

 

(d) and (e)

 

Not applicable.

 

 

Reference is made to Item 4 of this Schedule 13D which is incorporated by reference in response to this Item.

 

Each of the Reporting Persons entered in an agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them statements on Schedule 13D with respect to securities of the Company to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated by reference herein.

 

The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by the full text of the Joint Filing Agreement, which is filed hereto as Exhibit 1, and is incorporated herein by reference.

 

Except as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the securities of the Issuer currently owned by the Reporting Parties.

 

 

 

Schedule 13D

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.