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Stiefel Sean

Disclosed activity across 2 companies

Tapewire entity
87577
SEC CIK
0001765017

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Reported relationships

Latest disclosed role at each company.

No relationships currently tracked through insider filings.

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

No balances currently tracked through insider filings.

Past disclosures · reporting ended (2)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Section 16 reporting ended · disclosed 2024-09-12. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2024-09-10 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2024-09-10 · Sale · Disposed 15,488,901 · Balance 0

F1: This Form 4 is being filed by Navy Capital Green Management, LLC (the "Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ("NCG"), Navy Capital Green Fund, LP (the "Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), John Kaden, Chetan Gulati and Sean Stiefel. John Kaden, Chetan Gulati and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment Fund.

F2: On September 10, 2024 the Issuer entered into a Redemption Agreement (the "Redemption Agreement") with the Navy Funds to redeem (i) the Navy Funds' shares of the Issuer's common stock (the "Shares"); (ii) The Navy Funds' warrants to purchase the Issuer's common stock (the "Warrants"); (iii) The Fund's right, title and interest to (x) the Third Amended and Restated Debenture, dated December 29, 2023, between the Fund and the Issuer (the "Parties") (the "Third Amended and Restated Debenture"), and (y) the Second Amended and Restated Unsecured Debenture No. CLSH2023-AD6, dated December 31, 2023, between the Parties (the "Second Amended and Restated Unsecured Debenture" together with the Third Amended and Restated Debenture, the "Debentures");

F3: Continuance) and (iv) the Co-Investment Fund's right title, and interest in the Third Amended and Restated Debenture, dated December 29, 2023, between the Issuer and the Co-Investment Fund (the "Co-Investment Debenture" together with the Shares, the Warrants and the Debentures, the "Redeemed Securities"). The repurchase price for all of the Warrants and the Debentures was collectively $2,000,000. The repurchase price for all of the Shares was $600,000. The Redemption Agreement aimed to, among other things, redeem the entirety of the Navy Funds' rights, titles and interests to the Redeemed Securities.

F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Convertible NotesSEC Table II · derivative / convertible security · Conversion / exercise price $0.07 · Expires 2028-01-31IndirectSee Footnotes0 Reported balance After 2024-09-10 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2024-09-10 · Other · Acquired Not disclosed · Balance 0

F2: On September 10, 2024 the Issuer entered into a Redemption Agreement (the "Redemption Agreement") with the Navy Funds to redeem (i) the Navy Funds' shares of the Issuer's common stock (the "Shares"); (ii) The Navy Funds' warrants to purchase the Issuer's common stock (the "Warrants"); (iii) The Fund's right, title and interest to (x) the Third Amended and Restated Debenture, dated December 29, 2023, between the Fund and the Issuer (the "Parties") (the "Third Amended and Restated Debenture"), and (y) the Second Amended and Restated Unsecured Debenture No. CLSH2023-AD6, dated December 31, 2023, between the Parties (the "Second Amended and Restated Unsecured Debenture" together with the Third Amended and Restated Debenture, the "Debentures");

F3: Continuance) and (iv) the Co-Investment Fund's right title, and interest in the Third Amended and Restated Debenture, dated December 29, 2023, between the Issuer and the Co-Investment Fund (the "Co-Investment Debenture" together with the Shares, the Warrants and the Debentures, the "Redeemed Securities"). The repurchase price for all of the Warrants and the Debentures was collectively $2,000,000. The repurchase price for all of the Shares was $600,000. The Redemption Agreement aimed to, among other things, redeem the entirety of the Navy Funds' rights, titles and interests to the Redeemed Securities.

F1: This Form 4 is being filed by Navy Capital Green Management, LLC (the "Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ("NCG"), Navy Capital Green Fund, LP (the "Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), John Kaden, Chetan Gulati and Sean Stiefel. John Kaden, Chetan Gulati and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment Fund.

F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Convertible NotesSEC Table II · derivative / convertible security · Conversion / exercise price $0.07 · Expires 2028-01-31IndirectSee Footnotes0 Reported balance After 2024-09-10 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2024-09-10 · Other · Acquired Not disclosed · Balance 0

F2: On September 10, 2024 the Issuer entered into a Redemption Agreement (the "Redemption Agreement") with the Navy Funds to redeem (i) the Navy Funds' shares of the Issuer's common stock (the "Shares"); (ii) The Navy Funds' warrants to purchase the Issuer's common stock (the "Warrants"); (iii) The Fund's right, title and interest to (x) the Third Amended and Restated Debenture, dated December 29, 2023, between the Fund and the Issuer (the "Parties") (the "Third Amended and Restated Debenture"), and (y) the Second Amended and Restated Unsecured Debenture No. CLSH2023-AD6, dated December 31, 2023, between the Parties (the "Second Amended and Restated Unsecured Debenture" together with the Third Amended and Restated Debenture, the "Debentures");

F3: Continuance) and (iv) the Co-Investment Fund's right title, and interest in the Third Amended and Restated Debenture, dated December 29, 2023, between the Issuer and the Co-Investment Fund (the "Co-Investment Debenture" together with the Shares, the Warrants and the Debentures, the "Redeemed Securities"). The repurchase price for all of the Warrants and the Debentures was collectively $2,000,000. The repurchase price for all of the Shares was $600,000. The Redemption Agreement aimed to, among other things, redeem the entirety of the Navy Funds' rights, titles and interests to the Redeemed Securities.

F1: This Form 4 is being filed by Navy Capital Green Management, LLC (the "Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ("NCG"), Navy Capital Green Fund, LP (the "Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), John Kaden, Chetan Gulati and Sean Stiefel. John Kaden, Chetan Gulati and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment Fund.

F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

ConvertibleNotesSEC Table II · derivative / convertible security · Conversion / exercise price $0.07 · Expires 2028-01-31IndirectSee Footnotes0 Reported balance After 2024-09-10 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2024-09-10 · Other · Acquired Not disclosed · Balance 0

F2: On September 10, 2024 the Issuer entered into a Redemption Agreement (the "Redemption Agreement") with the Navy Funds to redeem (i) the Navy Funds' shares of the Issuer's common stock (the "Shares"); (ii) The Navy Funds' warrants to purchase the Issuer's common stock (the "Warrants"); (iii) The Fund's right, title and interest to (x) the Third Amended and Restated Debenture, dated December 29, 2023, between the Fund and the Issuer (the "Parties") (the "Third Amended and Restated Debenture"), and (y) the Second Amended and Restated Unsecured Debenture No. CLSH2023-AD6, dated December 31, 2023, between the Parties (the "Second Amended and Restated Unsecured Debenture" together with the Third Amended and Restated Debenture, the "Debentures");

F3: Continuance) and (iv) the Co-Investment Fund's right title, and interest in the Third Amended and Restated Debenture, dated December 29, 2023, between the Issuer and the Co-Investment Fund (the "Co-Investment Debenture" together with the Shares, the Warrants and the Debentures, the "Redeemed Securities"). The repurchase price for all of the Warrants and the Debentures was collectively $2,000,000. The repurchase price for all of the Shares was $600,000. The Redemption Agreement aimed to, among other things, redeem the entirety of the Navy Funds' rights, titles and interests to the Redeemed Securities.

F1: This Form 4 is being filed by Navy Capital Green Management, LLC (the "Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ("NCG"), Navy Capital Green Fund, LP (the "Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), John Kaden, Chetan Gulati and Sean Stiefel. John Kaden, Chetan Gulati and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment Fund.

F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $0.10 · Expires 2026-12-29IndirectSee Footnotes0 Reported balance After 2024-09-10 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2024-09-10 · Other · Acquired Not disclosed · Balance 0

F2: On September 10, 2024 the Issuer entered into a Redemption Agreement (the "Redemption Agreement") with the Navy Funds to redeem (i) the Navy Funds' shares of the Issuer's common stock (the "Shares"); (ii) The Navy Funds' warrants to purchase the Issuer's common stock (the "Warrants"); (iii) The Fund's right, title and interest to (x) the Third Amended and Restated Debenture, dated December 29, 2023, between the Fund and the Issuer (the "Parties") (the "Third Amended and Restated Debenture"), and (y) the Second Amended and Restated Unsecured Debenture No. CLSH2023-AD6, dated December 31, 2023, between the Parties (the "Second Amended and Restated Unsecured Debenture" together with the Third Amended and Restated Debenture, the "Debentures");

F3: Continuance) and (iv) the Co-Investment Fund's right title, and interest in the Third Amended and Restated Debenture, dated December 29, 2023, between the Issuer and the Co-Investment Fund (the "Co-Investment Debenture" together with the Shares, the Warrants and the Debentures, the "Redeemed Securities"). The repurchase price for all of the Warrants and the Debentures was collectively $2,000,000. The repurchase price for all of the Shares was $600,000. The Redemption Agreement aimed to, among other things, redeem the entirety of the Navy Funds' rights, titles and interests to the Redeemed Securities.

F1: This Form 4 is being filed by Navy Capital Green Management, LLC (the "Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ("NCG"), Navy Capital Green Fund, LP (the "Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), John Kaden, Chetan Gulati and Sean Stiefel. John Kaden, Chetan Gulati and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment Fund.

F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 4 is being filed by Navy Capital Green Management, LLC (the "Investment Manager") on behalf of itself and Navy Capital Green Management Partners, LLC ("NCG"), Navy Capital Green Fund, LP (the "Fund"), Navy Capital Green Co-Invest Fund, LLC (the "Co-Investment Fund"), Navy Capital Green Co-Invest Partners, LLC ("NCGP"), Navy Capital Green Holdings II, LLC ("Holdings" and, together with the Fund and the Co-Investment Fund, "Navy Funds"), John Kaden, Chetan Gulati and Sean Stiefel. John Kaden, Chetan Gulati and Sean Stiefel are the managers of the Investment Manager, NCG, and NCGP. NCG is the general partner of the Fund and NCGP is the manager of the Co-Investment Fund.

F2: On September 10, 2024 the Issuer entered into a Redemption Agreement (the "Redemption Agreement") with the Navy Funds to redeem (i) the Navy Funds' shares of the Issuer's common stock (the "Shares"); (ii) The Navy Funds' warrants to purchase the Issuer's common stock (the "Warrants"); (iii) The Fund's right, title and interest to (x) the Third Amended and Restated Debenture, dated December 29, 2023, between the Fund and the Issuer (the "Parties") (the "Third Amended and Restated Debenture"), and (y) the Second Amended and Restated Unsecured Debenture No. CLSH2023-AD6, dated December 31, 2023, between the Parties (the "Second Amended and Restated Unsecured Debenture" together with the Third Amended and Restated Debenture, the "Debentures");

F3: Continuance) and (iv) the Co-Investment Fund's right title, and interest in the Third Amended and Restated Debenture, dated December 29, 2023, between the Issuer and the Co-Investment Fund (the "Co-Investment Debenture" together with the Shares, the Warrants and the Debentures, the "Redeemed Securities"). The repurchase price for all of the Warrants and the Debentures was collectively $2,000,000. The repurchase price for all of the Shares was $600,000. The Redemption Agreement aimed to, among other things, redeem the entirety of the Navy Funds' rights, titles and interests to the Redeemed Securities.

F4: In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's derivative securities held by the Fund, Co-Investment Fund and Holdings is reported herein. Each of the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, Holdings, John Kaden, Chetan Gulati and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

GrowGeneration Corp.

Report date June 27, 2022 · Filed August 15, 2022

Section 16 reporting ended · disclosed 2022-08-15. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect38,752 Reported balance Holding disclosure · report date 2022-06-27 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 38,752

F2: Sean Stiefel previously filed Form 4 and Form 3 as a result of certain transactions in which Sean Stiefel and/or the Fund purchased, acquired or sold certain non-derivative securities and/or derivative securities of the Issuer. The amount of 38,752 in Table I reflects the aggregate amount of common stock held by Sean Stiefel. The amount of 498,811 in Table I reflects the aggregate amount of common stock held by the Fund.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes498,811 Reported balance Holding disclosure · report date 2022-06-27 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 498,811

F1: Sean Stiefel is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund.

F2: Sean Stiefel previously filed Form 4 and Form 3 as a result of certain transactions in which Sean Stiefel and/or the Fund purchased, acquired or sold certain non-derivative securities and/or derivative securities of the Issuer. The amount of 38,752 in Table I reflects the aggregate amount of common stock held by Sean Stiefel. The amount of 498,811 in Table I reflects the aggregate amount of common stock held by the Fund.

Filing footnotes · ownership attribution and instrument terms

F1: Sean Stiefel is a manager and Chief Executive Officer of Navy Capital Green Management, LLC ("NCG") and a manager of Navy Capital Green Management Partners, LLC ("NCGMP"). NCGMP is the general partner of Navy Capital Green Fund, LP (the "Fund"). NCG is the investment manager of the Fund.

F2: Sean Stiefel previously filed Form 4 and Form 3 as a result of certain transactions in which Sean Stiefel and/or the Fund purchased, acquired or sold certain non-derivative securities and/or derivative securities of the Issuer. The amount of 38,752 in Table I reflects the aggregate amount of common stock held by Sean Stiefel. The amount of 498,811 in Table I reflects the aggregate amount of common stock held by the Fund.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
August 10, 2018 Filed Feb 8, 2019 12:57 UTC CLS Holdings USA, Inc. CLSH · Entity 84530 PurchaseWarrants · Derivative 6,250,000 $0.40 Strike: $0.60 $2,500,000.00
Disclosure

SEC source: 0001019056-19-000078 · ownership.xml · derivative · entry 2

Navy Capital Green Management LLC · CIK 0001764863 · 10% owner

Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner · See Remark(1)

Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner · See Remark(2)

Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner

Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner · See Remark(1)

Kaden John · CIK 0001764971 · 10% owner

Stiefel Sean · CIK 0001765017 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Remark(1) and Footnote

Disclosed balance after: 13,750,000

Underlying: Common Stock · 6,250,000 shares

Expires 2021-08-10

F1 · ownership.nature: The amount of 6,250,000 in Table I reflects the amount of common stock purchased by the Co-Investment Fund in the transaction requiring the filing of this statement. The transaction was a private placement acquisition in which the Co-Investment Fund purchased 6,250,000 units comprised of 6,250,000 shares of Common Stock as well as 6,250,000 Warrants with an exercise price of $0.60 per share of Common Stock. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund and the Co-Investment Fund is reported herein. Footnote(1) continued in Footnote(2).

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August 10, 2018 Filed Feb 8, 2019 12:57 UTC CLS Holdings USA, Inc. CLSH · Entity 84530 PurchaseCommon Stock 6,250,000 $0.40 $2,500,000.00
Disclosure

SEC source: 0001019056-19-000078 · ownership.xml · nonDerivative · entry 1

Navy Capital Green Management LLC · CIK 0001764863 · 10% owner

Navy Capital Green Management Partners LLC · CIK 0001764864 · 10% owner · See Remark(1)

Navy Capital Green Fund, LP · CIK 0001688278 · 10% owner · See Remark(2)

Navy Capital Green Co-Invest Fund, LLC · CIK 0001760813 · 10% owner

Navy Capital Green Co-Invest Partners LLC · CIK 0001766928 · 10% owner · See Remark(1)

Kaden John · CIK 0001764971 · 10% owner

Stiefel Sean · CIK 0001765017 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Remark(1) and Footnote

Disclosed balance after: 13,750,000

F1 · security: The amount of 6,250,000 in Table I reflects the amount of common stock purchased by the Co-Investment Fund in the transaction requiring the filing of this statement. The transaction was a private placement acquisition in which the Co-Investment Fund purchased 6,250,000 units comprised of 6,250,000 shares of Common Stock as well as 6,250,000 Warrants with an exercise price of $0.60 per share of Common Stock. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund and the Co-Investment Fund is reported herein. Footnote(1) continued in Footnote(2).

F2 · security: Footnote(2) continued from Footnote(1): Each of the Investment Manager, NCG, NCGP, John Kaden and Sean Stiefel disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Investment Manager, NCG, NCGP, John Kaden and Sean Stiefel are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

F1 · ownership.nature: The amount of 6,250,000 in Table I reflects the amount of common stock purchased by the Co-Investment Fund in the transaction requiring the filing of this statement. The transaction was a private placement acquisition in which the Co-Investment Fund purchased 6,250,000 units comprised of 6,250,000 shares of Common Stock as well as 6,250,000 Warrants with an exercise price of $0.60 per share of Common Stock. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund and the Co-Investment Fund is reported herein. Footnote(1) continued in Footnote(2).

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.