Tarsadia Capital LLC
08/27/2024 | Press release | Distributed by Public on 08/27/2024 18:11
Amendment to Beneficial Ownership Report - Form SC 13D/A
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
|
Under the Securities Exchange Act of 1934 (Amendment No. 4)* |
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|
Cue Health Inc. |
|
| (Name of Issuer) | |
|
Common Stock, par value $0.00001 per share |
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| (Title of Class of Securities) | |
|
229790100 |
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| (CUSIP Number) | |
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Tarsadia Investments, LLC 520 Newport Center Drive, 21st Floor Newport Beach, CA 92660 Tarsadia Capital, LLC 712 Fifth Avenue, Suite 32D New York, NY 10019 T-Twelve Holdings, LLC c/o Sierra Fiduciary Support Services 100 West Liberty St., Suite 750 Reno, NV 89501 with a copy to: Eleazer Klein, Esq. Adriana Schwartz, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 (212) 756-2000 |
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| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
August 23, 2024 |
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| (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 15 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
| CUSIP No. 229790100 | 13D/A | Page 2 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON TCCS I, LP |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
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| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- |
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| 8 |
SHARED VOTING POWER -0- |
|||
| 9 |
SOLE DISPOSITIVE POWER -0- |
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| 10 |
SHARED DISPOSITIVE POWER -0- |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
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| 14 |
TYPE OF REPORTING PERSON OO |
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| CUSIP No. 229790100 | 13D/A | Page 3 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON TC GP, LLC |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
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| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- |
||
| 8 |
SHARED VOTING POWER -0- |
|||
| 9 |
SOLE DISPOSITIVE POWER -0- |
|||
| 10 |
SHARED DISPOSITIVE POWER -0- |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
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| 14 |
TYPE OF REPORTING PERSON OO |
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| CUSIP No. 229790100 | 13D/A | Page 4 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON Tarsadia Capital, LLC |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
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| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- |
||
| 8 |
SHARED VOTING POWER -0- |
|||
| 9 |
SOLE DISPOSITIVE POWER -0- |
|||
| 10 |
SHARED DISPOSITIVE POWER -0- |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|||
| 14 |
TYPE OF REPORTING PERSON OO |
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| CUSIP No. 229790100 | 13D/A | Page 5 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON NVGA I, LLC |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
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| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- |
||
| 8 |
SHARED VOTING POWER -0- |
|||
| 9 |
SOLE DISPOSITIVE POWER -0- |
|||
| 10 |
SHARED DISPOSITIVE POWER -0- |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|||
| 14 |
TYPE OF REPORTING PERSON OO |
|||
| CUSIP No. 229790100 | 13D/A | Page 6 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON CP (HLTH), LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- |
||
| 8 |
SHARED VOTING POWER 3,612,913 |
|||
| 9 |
SOLE DISPOSITIVE POWER -0- |
|||
| 10 |
SHARED DISPOSITIVE POWER 3,612,913 |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,612,913 |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% |
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| 14 |
TYPE OF REPORTING PERSON OO |
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| CUSIP No. 229790100 | 13D/A | Page 7 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON Tarsadia Investments, LLC |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION California |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- |
||
| 8 |
SHARED VOTING POWER 3,612,913 |
|||
| 9 |
SOLE DISPOSITIVE POWER -0- |
|||
| 10 |
SHARED DISPOSITIVE POWER 3,612,913 |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,612,913 |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% |
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| 14 |
TYPE OF REPORTING PERSON OO |
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| CUSIP No. 229790100 | 13D/A | Page 8 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON TUP Investments, L.P. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION California |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- |
||
| 8 |
SHARED VOTING POWER 500 |
|||
| 9 |
SOLE DISPOSITIVE POWER -0- |
|||
| 10 |
SHARED DISPOSITIVE POWER 500 |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 500 |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% |
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| 14 |
TYPE OF REPORTING PERSON PN |
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| CUSIP No. 229790100 | 13D/A | Page 9 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON T-Twelve Holdings, LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Nevada |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- |
||
| 8 |
SHARED VOTING POWER -0- |
|||
| 9 |
SOLE DISPOSITIVE POWER -0- |
|||
| 10 |
SHARED DISPOSITIVE POWER -0- |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|||
| 14 |
TYPE OF REPORTING PERSON OO |
|||
| CUSIP No. 229790100 | 13D/A | Page 10 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON TFC Manager, LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Nevada |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- |
||
| 8 |
SHARED VOTING POWER -0- |
|||
| 9 |
SOLE DISPOSITIVE POWER -0- |
|||
| 10 |
SHARED DISPOSITIVE POWER -0- |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|||
| 14 |
TYPE OF REPORTING PERSON OO |
|||
| CUSIP No. 229790100 | 13D/A | Page 11 of 15 Pages |
| 1 |
NAME OF REPORTING PERSON Rishi Reddy |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ý (b) ¨ |
||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 9,273 |
||
| 8 |
SHARED VOTING POWER -0- |
|||
| 9 |
SOLE DISPOSITIVE POWER 9,273 |
|||
| 10 |
SHARED DISPOSITIVE POWER -0- |
|||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,273 |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1% |
|||
| 14 |
TYPE OF REPORTING PERSON IN |
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| CUSIP No. 229790100 | 13D/A | Page 12 of 15 Pages |
| This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D filed by the undersigned on September 11, 2023 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed on September 15, 2023 ("Amendment No. 1"), Amendment No. 2, filed on February 16, 2024 ("Amendment No. 2") and Amendment No. 3, filed on May 17, 2024 ("Amendment No. 3," together with this Amendment No. 4, the "Schedule 13D") as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Items 5(a)-(c), and (e) are hereby amended and restated as follows: | |
|
(a) See rows (11) and (13) of each of the cover pages to this Schedule 13D for the number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The percentage of Shares reported beneficially owned by the Reporting Persons is based upon 159,091,814 Shares outstanding as of April 10, 2024, as disclosed in the Issuer's Proxy Statement filed under cover of Schedule 14A, filed with the SEC on April 22, 2024. The Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and the "group" may be deemed to beneficially own an aggregate of 3,622,686 Shares, representing approximately 2.3% of the outstanding Shares. Each of the Reporting Persons expressly disclaims beneficial ownership of the Shares beneficially owned by the other Reporting Persons. (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
|
| (c) Information concerning transactions in the Shares effected by the Reporting Persons in the past sixty (60) days is set forth in Annex A hereto and is incorporated herein by reference. All of the transactions in Shares listed in Annex A were effected in the open market. | |
| (e) August 23, 2024. | |
| CUSIP No. 229790100 | 13D/A | Page 13 of 15 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATE: August 27, 2024
| TCCS I, LP | |
| By: TC GP, LLC, its General Partner | |
| /s/ Vikram Patel | |
| Name: Vikram Patel | |
| Title: Authorized Signatory | |
| TC GP, LLC | |
| /s/ Vikram Patel | |
| Name: Vikram Patel | |
| Title: Authorized Signatory | |
| Tarsadia Capital, LLC | |
| /s/ Vikram Patel | |
| Name: Vikram Patel | |
|
Title: Head of Tarsadia Capital, LLC |
| NVGA I, LLC | |
| By: TI Manager, LLC, its Manager | |
| /s/ Vikram Patel | |
| Name: Vikram Patel | |
|
Title: Managing Director |
| CP (HLTH), LLC | |
| By: TI Manager, LLC, its Manager | |
| /s/ Vikram Patel | |
| Name: Vikram Patel | |
|
Title: Managing Director |
| CUSIP No. 229790100 | 13D/A | Page 14 of 15 Pages |
|
Tarsadia Investments, LLC |
|
| /s/ Mitchell Caplan | |
| Name: Mitchell Caplan | |
|
Title: President |
| TUP Investments, L.P. | |
| By: TUP Three, LLC, its General Partner | |
| /s/ Vikram Patel | |
| Name: Vikram Patel | |
|
Title: Manager |
|
T-Twelve Holdings, LLC By: TFC Manager, LLC, its Manager |
|
| /s/ John Galvin | |
| Name: John Galvin | |
| Title: Manager | |
| TFC Manager, LLC | |
| /s/ John Galvin | |
| Name: John Galvin | |
| Title: Manager | |
| /s/ Rishy Reddy | |
| RISHY REDDY |
| CUSIP No. 229790100 | 13D/A | Page 15 of 15 Pages |
ANNEX A
Transactions in the Shares of the Issuer by each of the Reporting Persons
During the Past Sixty (60) Days
The following tables set forth all transactions in the Shares effected in the past sixty (60) days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.
TCCS
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 08/23/2024 | (10,684,791) | 0.0001 |
NVGA
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 08/23/2024 |
(3,230,779) |
0.000008 |
TUP Investments
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 08/23/2024 | (1,067,674) | 0.000001 |
T-Twelve Holdings
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 08/27/2024 | (3,319,000) | 0.000001 |