Filing Details

Names of Reporting Persons

Raymond Nobu Chang

☒

SEC Use Only

Source of Funds

PF (See Item 3)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) b

☐

Citizenship or Place of Organization
United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

6,909⁽¹⁾

Shared Voting Power

13,802,036⁽²⁾

Sole Dispositive Power

6,909⁽¹⁾

Shared Dispositive Power

13,802,036⁽²⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

13,808,945⁽²⁾

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

49.99%⁽³⁾

Type of Reporting Person (See Instructions)

IN

Consists of (i) 3,295,998 shares of Common Stock held by RTC3 2020 Irrevocable Trust (“RTC3”), of which Mr. Chang retains the ability to remove the independent trustee, (ii) warrants to purchase 231,223 shares of Common Stock held by RTC3 that are exercisable within 60 days of the date hereof, subject to a 9.99% beneficial ownership limitation), (iii) 648 shares of Common Stock held by NXT3J Capital, LLC (“NXT3J”), an entity controlled by Mr. Chang, (iv) that number of shares of Common Stock issuable to CP Acquisitions, LLC (“CP Acquisitions”), an entity controlled by Mr. Chang, issuable to Mr. Chang upon the conversion of that certain Senior Secured Amended, Restated and Consolidated Convertible Note due 2025 described herein with an outstanding principal amount of $15,000,000.00 and a conversion price of $1.46 per share (as may be adjusted per the Senior Secured Amended, Restated and Consolidated Convertible Note due 2025 from time to time), which conversion is subject to a 49.99% beneficial ownership limitation; provided that CP Acquisitions may assign its right to receive shares of common stock upon conversion to Mr. Chang and/or Ms. I-Tseng Jenny Chan, a member of the Board of Directors of the Issuer, in which case the 49.99% beneficial ownership limitation will apply to each of them individually, and (v) options to purchase 194 shares of common stock that are held by Raymond Chang Jr., Mr. Chang’s son, that are exercisable within 60 days of the date hereof. Does not include (i) up to 9 shares of Common Stock issuable upon exercise of stock options held by Raymond Chang, Jr., that are not exercisable within 60 days of the date hereof and (ii) 72,373 shares of Common Stock underlying time-based restricted stock units that will not vest within 60 days of the day hereof granted to Raymond Chang, Jr., under the Plan.

Mr. Chang disclaims beneficial ownership with respect to the shares and warrants held by RTC3, the shares held by NXT3J, the shares entitled to CP Acquisitions upon conversion of its convertible note, and the options and shares held by Raymond Chang Jr., in each case except to the extent of his pecuniary interest therein.

Based on 10,265,114 shares of Common Stock outstanding as of the date hereof, plus the shares of Common Stock issuable upon exercise of the warrants and options and conversion of the convertible note in footnotes (1) and (2) above, subject to applicable beneficial ownership limitations.

Names of Reporting Persons

RTC3 2020 Irrevocable Trust

☒

SEC Use Only

Source of Funds

OO (See Item 3)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) b

☐

Citizenship or Place of Organization
United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

0

Shared Voting Power

3,527,221⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

3,527,221⁽¹⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

3,527,221⁽¹⁾

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

33.60%⁽²⁾

Type of Reporting Person (See Instructions)

OO

Names of Reporting Persons

NXT3J Capital, LLC

☒

SEC Use Only

Source of Funds

WC (See Item 3)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) b

☐

Citizenship or Place of Organization
United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

0

Shared Voting Power

648⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

648⁽¹⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

648⁽¹⁾

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

0.0%⁽²⁾

Type of Reporting Person (See Instructions)

PN

Names of Reporting Persons

CP Acquisitions, LLC

☒

SEC Use Only

Source of Funds

WC (See Item 3)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) b

☐

Citizenship or Place of Organization
United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

0

Shared Voting Power

10,273,973⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

10,273,973⁽¹⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

10,273,973⁽¹⁾

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

49.99%⁽²⁾

Type of Reporting Person (See Instructions)

PN

Names of Reporting Persons

Raymond Chang Jr.

☒

SEC Use Only

Source of Funds

OO (See Item 3)

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) b

☐

Citizenship or Place of Organization
United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

0

Shared Voting Power

194⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

194⁽¹⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

194⁽¹⁾

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

0.0%⁽²⁾

Type of Reporting Person (See Instructions)

IN

Consists of up to 194 shares of Common Stock issuable upon exercise of stock options held by Mr. Chang, Jr., that are exercisable within 60 days of the date hereof. Does not consist of (i) up to 9 shares of Common Stock issuable upon exercise of stock options held by Mr. Chang, Jr. that are not exercisable within 60 days of the date hereof and (ii) 72,373 shares of Common Stock underlying time-based restricted stock units that will not vest within 60 days of the day hereof granted to Mr. Chang, Jr., under the Plan.