Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 12)
Under the Securities Exchange Act of 1934
SUMMER INFANT, INC.
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Name of Issuer)
Common Stock, $0.0001 par value
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Title of Class of Securities)
865646103
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(CUSIP Number)
|
Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus
|
|
Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 600 Third Avenue, 35th Floor New York, New York 10016 (212) 541-6222 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 16, 2022
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(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 which 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 [ ]
|
CUSIP No. 865646103 |
13D/A | Page 2 of 14 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
WC | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
358,792 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
358,792 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,792 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% | ||
|
14
|
TYPE OF REPORTING PERSON* PN
| ||
|
CUSIP No. 865646103 |
13D/A | Page 3 of 14 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497
| ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
WC | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
236,595 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
236,595 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
236,595 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9% | ||
|
14
|
TYPE OF REPORTING PERSON* PN
| ||
|
CUSIP No. 865646103 |
13D/A | Page 4 of 14 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
WC | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
164,523 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
164,523 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,523 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% | ||
|
14
|
TYPE OF REPORTING PERSON* CO
| ||
|
CUSIP No. 865646103 |
13D/A | Page 5 of 14 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
24,273 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
24,273 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,273 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% | ||
|
14
|
TYPE OF REPORTING PERSON* CO
| ||
|
CUSIP No. 865646103 |
13D/A | Page 6 of 14 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186 | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York
| ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
595,387 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
595,387 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,387 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.5% | ||
|
14
|
TYPE OF REPORTING PERSON* OO
| ||
|
CUSIP No. 865646103 |
13D/A | Page 7 of 14 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495 | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
164,523 (See Item 5) | |
| 8 |
SHARED VOTING POWER
0 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
164,523 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,523 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% | ||
|
14
|
TYPE OF REPORTING PERSON* CO
| ||
|
CUSIP No. 865646103 |
13D/A | Page 8 of 14 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
0 (See Item 5) | |
| 8 |
SHARED VOTING POWER
784,183 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
784,183 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,183 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2% | ||
|
14
|
TYPE OF REPORTING PERSON*
IN
| ||
|
CUSIP No. 865646103 |
13D/A | Page 9 of 14 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS*
N/A | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
0 (See Item 5) | |
| 8 |
SHARED VOTING POWER
784,183 (See Item 5) | ||
| 9 |
SOLE DISPOSITIVE POWER
0 (See Item 5) | ||
| 10 |
SHARED DISPOSITIVE POWER
784,183 (See Item 5) | ||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,183 (See Item 5) | ||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2% | ||
|
14
|
TYPE OF REPORTING PERSON* IN
| ||
|
CUSIP No. 865646103 |
13D/A | Page 10 of 14 |
Item 1. Security and Issuer.
This Amendment No. 12 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on November 15, 2012 and as further amended by Amendment No. 1 filed on June 14, 2013, Amendment No. 2 filed on November 17, 2014, Amendment No. 3 filed on November 16, 2015, Amendment No. 4 filed on December 22, 2015, Amendment No. 5 filed on August 12, 2016, Amendment No. 6 filed on August 24, 2016, Amendment No. 7 filed on November 22, 2016, Amendment No. 8 filed on November 29, 2016, Amendment No. 9 filed on May 30, 2017, Amendment No. 10 filed on May 11, 2018 and Amendment No. 11 filed on March 12, 2019 (the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.0001 par value per share (the “Common Stock”) of Summer Infant, Inc., (the “Issuer”), whose principal executive offices are located at 1275 Park East Drive, Woonsocket, Rhode Island 02895. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $17,804,961 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On March 16, 2022, each of Wynnefield Partners, Wynnefield Partners I, Wynnefield Offshore and the Plan (the “Voting Agreement Parties”) entered into an agreement (the “Voting Agreement”) with Kids2, Inc., a Georgia corporation (“Parent”), in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”) by and between the Issuer, Parent, and Project Abacus Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Acquisition Sub”), providing for, among other things, the merger of Acquisition Sub with and into the Issuer pursuant to the terms and conditions of the Merger Agreement (the “Merger”). Capitalized terms used herein and not otherwise defined in this Item 4 shall have the meanings assigned to them in the Voting Agreement.
Pursuant to the Voting Agreement, the Voting Agreement Parties agreed, among other things, to vote the Shares beneficially owned by the Voting Agreement Parties in favor of the adoption of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and subject to the conditions set forth in the Voting Agreement. The Voting Agreement, subject to certain limitations, will terminate upon the earlier of (i) the effective time of the Merger, (ii) the date on which the Merger Agreement is validly terminated in accordance with its terms, (iii) the termination of the Voting Agreement by mutual written consent of the parties and (iv) a Company Board Recommendation Change (as defined in the Merger Agreement). In addition, under the terms of the Voting Agreement, the Voting Agreement Parties agreed from the effective date of the Voting Agreement until June 30, 2022, not to Transfer the Shares, subject to extension as set forth in the Voting Agreement.
A copy of the Voting Agreement is attached to this Schedule 13D as Exhibit 1, and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Voting Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Voting Agreement. In addition, reference is made to the Merger Agreement, which is attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2022.
|
CUSIP No. 865646103 |
13D/A | Page 11 of 14 |
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a), (b) and (c) As of March 16, 2022, the Wynnefield Reporting Persons beneficially owned in the aggregate 784,183 shares of Common Stock, constituting approximately 36.2% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 2,164,708 shares outstanding as of March 11, 2022, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended January 1, 2022, filed with the Securities and Exchange Commission (the “Commission”) on March 17, 2022.
The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:
| Name | Number of Common Stock | Percentage of Outstanding Common Stock |
| Wynnenfield Partners I | 358,792 | 16.6% |
| Wynnefield Partners | 236,595 | 10.9% |
| Wynnefield Offshore | 164,523 | 7.6% |
| Plan | 24,273 | 1.1 % |
WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.
WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.
|
CUSIP No. 865646103 |
13D/A | Page 12 of 14 |
The Plan is an employee profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan a nd accordingly, Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 784,183 shares of Common Stock, constituting approximately 36.2% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 2,164,708 shares outstanding as of March 11, 2022, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended January 1, 2022, filed with the Commission on March 17, 2022.
The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
The Wynnefield Reporting Persons have not acquired or disposed of shares of Common Stock in the last 60 days from the date hereof.
(d) and (e). Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by the addition of the following:
The information set forth in Item 4 of the Schedule 13D is incorporated by reference herein.
|
CUSIP No. 865646103 |
13D/A | Page 13 of 14 |
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by the addition of the following:
|
CUSIP No. 865646103 |
13D/A | Page 14 of 14 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.
Dated: March 22, 2022
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By: Wynnefield Capital Management, LLC,
its General Partner
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By: Wynnefield Capital, Inc.,
its Investment Manager
By: /s/ Nelson Obus
Nelson Obus, President
WYNNEFIELD CAPITAL INC. PROFIT SHARING & MONEY PURCHASE PLAN, INC.
By: /s/ Nelson Obus
Nelson Obus, Authorized Signatory
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By: /s/ Nelson Obus
Nelson Obus, Co-Managing Member
WYNNEFIELD CAPITAL, INC.
By: /s/ Nelson Obus
Nelson Obus, President
/s/ Nelson Obus
Nelson Obus, Individually
/s/ Joshua Landes
Joshua Landes, Individually