888705308

(CUSIP Number)
Maier J. Tarlow
2 Wooster Street, 2nd Floor,
New York, NY, 10013
(646) 845-0040

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/25/2026

(Date of Event Which Requires Filing of This Statement)


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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
As more fully described in Item 5 of this Amendment No. 5 (as defined in Item 1 below), such shares and percentage are based on 32,140,634 shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 2,100,000 shares of Common Stock directly held by 3i, LP and 1,234,139 shares of Common Stock issuable in any combination upon (i) exercises of certain common stock purchase warrants (the "Warrants") held directly by 3i, LP, which exercises are subject to a 9.99% beneficial ownership limitation provision (a "Blocker"), (ii) conversions of a senior secured convertible note in the original principal amount of $16,253,147.10 (the "Note") held directly by 3i, LP, which conversions are subject to a Blocker, (iii) conversions of shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series B Preferred Stock") directly held by 3i, LP, which conversions are subject to a Blocker, and (iv) conversions of shares of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Series C Preferred Stock") directly held by the 3i, LP, which conversions are subject to a Blocker.


SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
As more fully described in Item 5 of this Amendment No. 5, such shares and percentage are based on 32,140,634 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 2,100,000 shares of Common Stock indirectly held by the reporting person and 1,234,139 shares of Common Stock issuable in any combination upon (i) exercises of the Warrants indirectly held by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares of Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker.


SCHEDULE 13D




Comment for Type of Reporting Person:
As more fully described in Item 5 of this Amendment No. 5, such shares and percentage are based on 32,140,634 shares of Common Stock outstanding as of August 24, 2026, as verified with the Issuer. Beneficial ownership consists of 2,100,000 shares of Common Stock indirectly held by the reporting person and 1,234,139 shares of Common Stock issuable in any combination upon (i) exercises of the Warrants indirectly held by the reporting person, which exercises are in each case subject to a Blocker, and (ii) conversions of the Note, shares of Series B Preferred Stock and shares of Series C Preferred Stock indirectly held by the reporting person, which conversions are in each case subject to a Blocker.


SCHEDULE 13D


 
3i, LP
 
Signature:/s/ Maier J. Tarlow
Name/Title:Maier J. Tarlow, manager of 3i Management LLC, general partner of 3i, LP
Date:08/27/2026
 
Tumim Stone Capital, LLC
 
Signature:/s/ Maier J. Tarlow
Name/Title:Maier J. Tarlow, manager of 3i Management LLC, manager of Tumim Stone Capital, LLC
Date:08/27/2026
 
3i Management LLC
 
Signature:/s/ Maier J. Tarlow
Name/Title:Maier J. Tarlow, Manager
Date:08/27/2026
 
Maier J. Tarlow
 
Signature:/s/ Maier J. Tarlow
Name/Title:Maier J. Tarlow
Date:08/27/2026