Filing Details

This Amendment supplements Item 3 of the Original Schedule 13D by inserting the following paragraph immediately following the second paragraph of the Original Schedule 13D: "On February 28, 2025, Simplot Taiwan received an additional 722,891 shares of Common Stock as a payment of principal pursuant to a Loan Agreement between the Issuer and Simplot Company dated January 8, 2019, as amended on January 16, 2021, January 14, 2022, January 13, 2023, January 7, 2024, January 15, 2025 and February 28, 2025, and as assigned by Simplot Company to Simplot Taiwan on January 7, 2024 (the "Loan Agreement")."

This Amendment supplements Item 4 of the Original Schedule 13D by inserting the following language immediately following the second sentence of the first paragraph of Item 4 the Original Schedule 13D: "Simplot Company entered into the Loan Agreement for investment purposes. Simplot Taiwan accepted receipt of Simplot Company's rights under the Loan Agreement as assignee from Simplot Company for investment purposes."

This Amendment amends Item 5(a) of the Original Schedule 13D by restating it in its entirety as follows: "The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment and in the related comments to the disclosures for those rows, and the information set forth in Items 2 and 6 is incorporated by reference in its entirety into this Item 5. Simplot Taiwan may be considered the beneficial owner of 4,716,188 shares of Common Stock, representing approximately 57.7% of the total outstanding shares of Common Stock, as calculated based on the information included in the comments to the cover page of this Amendment for Simplot Taiwan, and consisting of (i) 3,168,190 shares held of record by Simplot Taiwan, (ii) 31,036 shares held of record by JRS Properties and which may be attributable to Simplot Taiwan pursuant to the Voting Agreement, (iii) 1,389,821 shares held of record by Doan which may be attributable to Simplot Taiwan pursuant to the Voting Agreement, and (iv) 127,141 shares held of record by the Doan GRAT and which may be attributable to Simplot Taiwan pursuant to the Voting Agreement. Simplot Taiwan does not have sole voting or dispositive power over any such shares. Rather, Simplot Taiwan shares voting power over such shares with Simplot Company and Mr. Simplot, and pursuant to the Voting Agreement, with JRS Properties, Doan and the Doan GRAT. Simplot Taiwan shares dispositive power over 3,168,190 of such shares with Simplot Company and Mr. Simplot. Simplot Company may be considered the beneficial owner of 4,716,188 shares of Common Stock, representing approximately 57.7% of the total outstanding shares of Common Stock, as calculated based on the information included in the comments to the cover page of this Amendment for Simplot Company, and consisting of (i) 3,168,190 shares held of record by Simplot Taiwan, (ii) 31,036 shares held of record by JRS Properties and which may be attributable to the Simplot Company pursuant to the Voting Agreement, (iii) 1,389,821 shares held of record by Doan and which may be attributable to the Simplot Company pursuant to the Voting Agreement, and (iv) 127,141 shares held of record by the Doan GRAT and which may be attributable to the Simplot Company pursuant to the Voting Agreement. Simplot Company does not have sole voting or dispositive power over any such shares. Rather, Simplot Company shares voting power over such shares with Simplot Taiwan and Mr. Simplot and, pursuant to the Voting Agreement, with JRS Properties, Doan and the Doan GRAT. Simplot Company shares dispositive power over 3,168,190 of such shares with Simplot Taiwan and Mr. Simplot. JRS Properties may be considered the beneficial owner of 4,716,188 shares of Common Stock, representing approximately 57.7% of the total outstanding shares of Common Stock, as calculated based on the information included in the comments to the cover page of this Amendment for JRS Properties, and consisting of (i) 31,036 shares held of record by JRS Properties, (ii) 3,168,190 shares held of record by Simplot Taiwan and which may be attributable to JRS Properties pursuant to the Voting Agreement, (iii) 1,389,821 shares held of record by Doan and which may be attributable to JRS Properties pursuant to the Voting Agreement, and (iv) 127,141 shares held of record by the Doan GRAT and which may be attributable to JRS Properties pursuant to the Voting Agreement. JRS Properties does not have sole voting or dispositive power over any such shares. Rather, JRS Properties shares voting power over such shares with JRS Management, Mr. Simplot and Mr. Beebe, the other manager of JRS Management, and pursuant to the Voting Agreement, with Simplot Taiwan, Simplot Company, Doan and the Doan GRAT. JRS Properties shares dispositive power over 31,036 of such shares with JRS Management and Mr. Simplot, as well as with Mr. Beebe. JRS Management may be considered the beneficial owner of 4,716,188 shares of Common Stock, representing approximately 57.7% of the total outstanding shares of Common Stock, as calculated based on the information included in the comments to the cover page of this Amendment for JRS Management, and consisting of (i) 31,036 shares held of record by JRS Properties, of which JRS Management is sole general partner, (ii) 3,168,190 shares held of record by Simplot Taiwan and which may be attributable to JRS Management pursuant to its control over JRS Properties, a party to the Voting Agreement, (iii) 1,389,821 shares held of record by Doan and which may be attributable to JRS Management pursuant to its control over JRS Properties, a party to the Voting Agreement, and (iv) 127,141 shares held of record by the Doan GRAT and which may be attributable to JRS Management pursuant to its control over JRS Properties, a party to the Voting Agreement. JRS Management is the general partner of JRS Properties and does not have sole voting or dispositive power over any such shares. Rather, pursuant to its control over JRS Properties, which is a party to the Voting Agreement, JRS Management may be considered to share voting power over such shares with JRS Properties, as well as with Mr. Simplot, Mr. Beebe, Simplot Taiwan, Simplot Company, Doan and the Doan GRAT. JRS Management shares dispositive power over 31,036 of such shares with JRS Management and Mr. Simplot, as well as with Mr. Beebe. Mr. Simplot may be considered the beneficial owner of 4,716,188 shares of Common Stock, representing approximately 57.7% of the total outstanding shares of Common Stock, as calculated based on the information included in the comments to the cover page of this Amendment for Mr. Simplot, and consisting of (i) 3,168,190 shares held of record by Simplot Taiwan, (ii) 31,036 shares held of record by JRS Properties, (iii) 1,389,821 shares held of record by Doan and which may be attributable to Mr. Simplot by virtue of his relationships with JRS Properties and Simplot Taiwan, who are parties to the Voting Agreement, and (iv) 127,141 shares held of record by the Doan GRAT and which may be attributable to Mr. Simplot by virtue of his relationships with JRS Properties and Simplot Taiwan, which are parties to the Voting Agreement. Mr. Simplot does not have sole voting or dispositive power over any such shares. Rather, Mr. Simplot may be considered to share voting power over such shares with Simplot Taiwan, Simplot Company and JRS Properties, and pursuant to his relationships with Simplot Taiwan and JRS Properties, which are parties to the Voting Agreement, Doan and the Doan GRAT. Mr. Simplot shares dispositive power over 3,168,190 of such shares with Simplot Taiwan, Simplot Company and JRS Management, as well as with Mr. Beebe. Mr. Simplot also serves on the Board of Directors of the Issuer. Mr. Simplot disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Mr. Beebe, as a manager of JRS Management, may be considered the beneficial owner of 31,036 shares held of record by JRS Properties, of which JRS Management is the sole general partner. Pursuant to the Voting Agreement, the Reporting Persons, together with Doan and the Doan GRAT, may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act and for purposes of qualifying the Issuer as a "controlled company" pursuant to the Nasdaq Rules."

This Amendment amends Item 5(b) of the Original Schedule 13D by restating it in its entirety as follows: "See the disclosures in Item 5(a) above, which are incorporated by reference in their entirety into this Item 5(b)."

On June 3, 2024, Simplot Taiwan, JRS Properties, Doan and the Doan GRAT, entered into the Voting Agreement with respect to voting their respective shares of Common Stock, as described further in Item 6.

No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the shares beneficially owned by the Reporting Persons."

This Amendment amends Item 6 of the Original Schedule 13D by replacing the first paragraph of the Original Schedule 13D with the following language: "The information set forth in Items 3 and 5 of this Amendment is incorporated by reference in its entirety into this Item 6."

Exhibit 99.1 Voting Agreement dated June 3, 2024, by and among Simplot Taiwan, JRS Properties, Doan and the Doan GRAT (incorporated by reference to the Original Schedule 13D). Exhibit 99.2 Joint Filing Agreement dated February 28, 2020 (incorporated by reference to the Original Schedule 13D).