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:
(1) The voting rights of the Preferred Stock (as defined in Item 3) and the shares of Common Stock (as defined in Item 1) issuable upon the exercise of the Warrants (as defined in Item 3) are subject to a 19.99% voting cap, applied collectively with all other holders of the Preferred Stock and Warrants until Shareholder Approval (as defined in Item 4) is obtained. (2) Until Shareholder Approval is obtained, the holders of Preferred Stock and Warrants are subject to a collective beneficial ownership cap of 19.99% and the share amounts in rows 8, 10 and 11 and the beneficial ownership percentage in row 13 reflect such limitation. These numbers exclude the 1,500 shares of Common Stock directly or indirectly beneficially owned by Mr. Eide, for which beneficial ownership is expressly disclaimed.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) This number includes 1,500 shares of Common Stock, 750 shares of Common Stock are beneficially owned directly by Mr. Eide and 750 shares of Common Stock are beneficially owned indirectly by Mr. Eide as the managing member of Isagen LLC. (2) The voting rights of the Preferred Stock and the shares of Common Stock issuable upon the exercise of the Warrants are subject to a 19.99% voting cap, applied collectively with all other holders of the Preferred Stock and Warrants until Shareholder Approval is obtained. (3) Until Shareholder Approval is obtained, the holders of Preferred Stock and Warrants are subject to a collective beneficial ownership cap of 19.99% and the share amounts in rows 8 and 10 reflect this cap. The share amounts in 11 and the beneficial ownership percentage in row 13 reflect this cap, and include the beneficial ownership of the Common Stock directly or indirectly owned by Mr. Eide.


SCHEDULE 13D


 
Pembroke & Partners LLC
 
Signature:/s/ Robert J. Eide
Name/Title:Robert J. Eide
Date:02/20/2025
 
Robert J. Eide
 
Signature:/s/ Robert J. Eide
Name/Title:Robert J. Eide/Manager
Date:02/20/2025