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:
Based on 48,925,508 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of: (i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the Registration Statement on Form S-1 filed with the SEC on June 17, 2025 ("June 17 Form S-1"); (ii) an aggregate of 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas in June 2024; (iii) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); (iv) an aggregate of 6,416,672 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); (v) an aggregate of 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment; and (vi) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash), in each case, as described further in Item 5 below.


SCHEDULE 13D




Comment for Type of Reporting Person:
Based on 19,273,416 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of: (i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the June 17 Form S-1; (ii) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); (iii) an aggregate of 6,416,672 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); and (iv) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash), in each case, as described further in Item 5 below.


SCHEDULE 13D




Comment for Type of Reporting Person:
Based on 25,086,107 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of: (i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the June 17 Form S-1; and (ii) an aggregate of 20,868,259 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023, in each case, as described further below in Item 5.


SCHEDULE 13D




Comment for Type of Reporting Person:
Based on 69,793,767 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of: (i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the June 17 Form S-1; (ii) an aggregate of 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas in June 2024; (iii) an aggregate of 20,868,259 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023; (iv) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); (v) an aggregate of 6,416,672 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); (vi) an aggregate of 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment; and (vii) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash), in each case, as described further in Item 5 below.


SCHEDULE 13D


 
ACUITAS GROUP HOLDINGS, LLC
 
Signature:/s/ Terren S. Peizer
Name/Title:TERREN S. PEIZER, CHAIRMAN
Date:06/24/2025
 
ACUITAS CAPITAL LLC
 
Signature:/s/ Terren S. Peizer
Name/Title:TERREN S. PEIZER, CHAIRMAN
Date:06/24/2025
 
HUMANITARIO CAPITAL LLC
 
Signature:/s/ Terren S. Peizer
Name/Title:TERREN S. PEIZER, SOLE MEMBER
Date:06/24/2025
 
TERREN S. PEIZER
 
Signature:/s/ Terren S. Peizer
Name/Title:TERREN S. PEIZER
Date:06/24/2025