If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
The amount listed in Rows 8, 10 and 11 consists of Common Stock of the Issuer, par value $0.01 per share ("Common Stock"), issuable on the exercise of the Forbearance Warrant (as defined herein) ("Warrant Shares"). The Reporting Persons will not have the power to vote or dispose of the Warrant Shares unless, and to the extent, Dialectic Technology SPV LLC ("Dialectic") exercises its right to acquire Warrant Shares in accordance with the terms of the Forbearance Warrant. The percentage calculated in Row 13 is based on a total of 13,333,207 shares of Common Stock issued and outstanding as of September 22, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount listed in Rows 8, 10 and 11 consists of Warrant Shares. The Reporting Persons will not have the power to vote or dispose of the Warrant Shares unless, and to the extent, Dialectic exercises its right to acquire Warrant Shares in accordance with the terms of the Forbearance Warrant. The percentage calculated in Row 13 is based on a total of 13,333,207 shares of Common Stock issued and outstanding as of September 22, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The amount listed in Rows 8, 10 and 11 consists of Warrant Shares. The Reporting Persons will not have the power to vote or dispose of the Warrant Shares unless, and to the extent, Dialectic exercises its right to acquire Warrant Shares in accordance with the terms of the Forbearance Warrant. The amount listed in Rows 7 and 9 consists of 10,866 shares of Common Stock directly held by Mr. Fichthorn; and 4,405 restricted stock units ("RSUs") issued to Mr. Fichthorn on May 1, 2025 in his capacity as a director of the Issuer. The percentage calculated in Row 13 is based on a total of 13,333,207 shares of Common Stock issued and outstanding as of September 22, 2025.


SCHEDULE 13D


 
Dialectic Technology SPV LLC
 
Signature:/s/ John Fichthorn
Name/Title:John Fichthorn / Authorized Signatory
Date:10/10/2025
 
Dialectic Technology Manager LLC
 
Signature:/s/ John Fichthorn
Name/Title:John Fichthorn / Managing Member
Date:10/10/2025
 
JOHN FICHTHORN
 
Signature:/s/ John Fichthorn
Name/Title:John Fichthorn
Date:10/10/2025