SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Waitr Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
930752100
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue, New York, New York 10110
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 9, 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 Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box [__].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 (the “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).
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Capital Partners, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
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
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
7,516,295 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
7,516,295 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
7,516,295 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
3.6%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
| (1) |
Includes 6,222,795 Shares (as defined below) and 1,293,500 Shares issuable upon conversion of the Convertible Notes (as defined below).
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Wavefront, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
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
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
1,825,819 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,825,819 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,825,819 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
Less than 1.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
(1) Includes 1,511,609 Shares and 314,210 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Capital Partners Offshore Master Fund, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
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
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
5,319,121 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
5,319,121 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
5,319,121 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.6%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
(1) Includes 4,403,739 Shares and 915,382 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Capital Partners Offshore, Ltd.
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
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
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
5,319,121 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
5,319,121 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
5,319,121 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.6%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
(1) Includes 4,403,739 Shares and 915,382 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Lugard Road Capital Master Fund, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
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
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
16,284,878 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
16,284,878 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
16,284,878 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
7.7%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
(1) Includes 13,482,369 Shares and 2,802,509 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
LCG Holdings, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
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
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
14,661,235 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
14,661,235 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
14,661,235 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
7.0%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
(1) Includes 12,138,143 Shares and 2,523,092 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Lugard Road Capital GP, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
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
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
16,284,878 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
16,284,878 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
16,284,878 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
7.7%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
| (1) |
Includes 13,482,369 Shares and 2,802,509 Shares issuable upon conversion of the Convertible Notes.
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Capital Group, LP
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF, OO
|
|
|
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
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
30,946,113 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
30,946,113 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
30,946,113 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14.5%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
(1) Includes 25,620,512 Shares and 5,325,601 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Luxor Management, LLC
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
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
|
|
0
|
|
|
8.
|
SHARED VOTING POWER
|
|
30,946,113 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
30,946,113 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
30,946,113 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14.5%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
OO
|
|
(1) Includes 25,620,512 Shares and 5,325,601 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Jonathan Green
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
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
|
|
|
8.
|
SHARED VOTING POWER
|
|
16,284,878 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
16,284,878 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
16,284,878 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
7.7%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
(1) Includes 13,482,369 Shares and 2,802,509 Shares issuable upon conversion of the Convertible Notes.
|
1.
|
NAMES OF REPORTING PERSONS
|
|
Christian Leone
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [x]
|
|
|
(b) [ ]
|
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
AF
|
|
|
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
|
|
|
8.
|
SHARED VOTING POWER
|
|
30,946,113 (1)
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
30,946,113 (1)
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
30,946,113 (1)
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ] |
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14.5%
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
|
(1) Includes 25,620,512 Shares and 5,325,601 Shares issuable upon conversion of the Convertible Notes.
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned on August 1, 2022 (the “Initial Schedule 13D”) relating to the Common Stock, par value $0.0001 per share (the
“Shares”), of Waitr Holdings Inc., a Delaware corporation (the “Issuer”). This Amendment No. 1 amends and supplements the Initial Schedule 13D as specifically set forth herein. Except as set forth herein, the Schedule 13D is unmodified.
| Item 3. |
Source and Amount of Funds or Other Consideration.
|
The Reporting Persons paid the following to acquire the Shares reported as beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Lugard
Master Fund:
| (i) |
$6,403,498 in connection with the purchase of Shares; and
|
| (ii) |
the Reporting Persons obtained the Convertible Notes in connection with the Luxor Funds entering into the Convertible Notes Agreement (as defined below). The Reporting Persons paid a total of $ $42,327,845 for the Convertible Notes
currently owned by them.
|
The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Lugard Master
Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings. See Item 4 of this
Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer.
|
(a) The Onshore Fund may be deemed to beneficially own 7,516,295 Shares, including
1,293,500 Shares issuable upon conversion of the Convertible Notes, constituting approximately 3.6% of outstanding Shares.
The Offshore Master Fund may be deemed to beneficially own 5,319,121, including 915,382 Shares issuable upon conversion of the Convertible Notes, constituting approximately 2.6% of
outstanding Shares. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the 5,319,121 Shares beneficially owned by the Offshore Master Fund, constituting approximately 2.6% of
the outstanding Shares.
The Lugard Master Fund may be deemed to beneficially own 16,284,878 Shares, including 2,802,509 Shares issuable upon conversion of the Convertible Notes, constituting approximately
7.7% of outstanding Shares. Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to beneficially own the 16,284,878 Shares beneficially owned in the aggregate by the Lugard Master Fund, constituting approximately 7.7% of the
outstanding Shares. Mr. Green, as a managing member of the Lugard GP, may be deemed to beneficially own the 16,284,878 Shares owned by the Lugard GP, constituting approximately 7.7% of the outstanding Shares.
The Wavefront Fund may be deemed to beneficially own 1,825,819, including 314,210 Shares issuable upon conversion of the Convertible Notes, constituting less than 1.0% of the
outstanding Shares.
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, may be deemed to beneficially own the 14,661,235 Shares beneficially
owned in the aggregate by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, constituting approximately 7.0% of the outstanding Shares.
Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own the 30,946,113 Shares beneficially owned in the aggregate by the Luxor Funds,
constituting approximately 14.5% of the outstanding Shares.
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 30,946,113 Shares beneficially owned by Luxor Capital Group, constituting
approximately 14.5% of the outstanding Shares.
Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 30,946,113 Shares beneficially owned by Luxor Management, constituting approximately
14.5% of the outstanding Shares.
(b) Each of the
Onshore Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone has shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned by the Onshore Fund.
Each of the Wavefront Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone has shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares
beneficially owned by the Wavefront Fund.
Each of the Lugard Master Fund, Lugard GP, Luxor Capital Group, Luxor Management, Mr. Green and Mr. Leone has shared power to vote or direct the vote of, and to dispose or direct the
disposition of, the Shares beneficially owned by the Lugard Master Fund.
Each of the Offshore Master Fund, the Offshore Feeder Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone has shared power to vote or direct the vote of, and to
dispose or direct the disposition of, the Shares beneficially owned by the Offshore Master Fund.
(c) The transactions effected by the Reporting
Persons in the past 60 days are set forth on Schedule B attached hereto.
(d) No person other than the Reporting Persons is known to have the right to receive, or
the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
See Items 4 and 5(a) of this Schedule 13D.
As described in Item 4 of this Schedule 13D, Jonathan Green serves on the board of directors of the Issuer. As a result, Mr. Green intends to take an active role in working with
the Issuer's management on operational, financial and strategic initiatives.
The Luxor Funds entered into a registration rights agreement with the Issuer pursuant to which they received certain registration rights with respect to the Debt Warrants, the
Shares issuable upon exercise of the Debt Warrants and the Shares issuable upon conversion of the Convertibles Notes held by the Luxor Funds. This registration rights agreement is incorporated herein by reference to the November 2018 8-K.
The Luxor Funds also entered into a letter agreement with the Issuer providing for an exchange of their Convertible Notes for new notes and the registration for resale of such new
notes under certain circumstances set forth in such letter agreement. This letter agreement is incorporated herein by reference to the November 2018 8-K.
The Reporting Persons entered into a Conversion Agreement with the Issuer dated as of May 1, 2020 (the “May 2020 Conversion Agreement”). The May 2020 Conversion Agreement is
incorporated herein by reference to the Form 8-K (File No. 001-37788) filed by the Issuer on May 7, 2020.
The Reporting Persons entered in another Conversion Agreement with the Issuer dated as of May 13, 2022 (the “May 2022 Conversion Agreement”). The May 2022 Conversion Agreement is
incorporated herein by reference to the Form 8-K (File No. 001-37788) filed by the Issuer on May 17, 2022.
The Reporting Persons entered into another Conversion Agreement with the Issuer dated as of July 22, 2022 (the “July 2022 Conversion Agreement”). The July 2022 Conversion
Agreement is incorporated herein by reference to the Form 8-K (File No. 001-37788) filed by the Issuer on July 25, 2022.
On August 1, 2022, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of
them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The Debt Warrants expired by their terms as of November 15, 2022 and the Reporting Persons received no value
with respect to such expiration.
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the
securities of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true,
complete, and correct.
Dated: November 22, 2022
|
LUXOR CAPITAL PARTNERS, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR WAVEFRONT, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUGARD ROAD CAPITAL MASTER FUND, LP
|
|||
|
By:
|
Lugard Road Capital GP, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|||
|
By:
|
LCG Holdings, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
|
|||
|
By:
|
Luxor Capital Group, LP
Investment Manager
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR CAPITAL GROUP, LP
|
|||
|
By:
|
Luxor Management, LLC
General Partner
|
||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LCG HOLDINGS, LLC
|
|||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUGARD ROAD CAPITAL GP, LLC
|
|||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
|
LUXOR MANAGEMENT, LLC
|
|||
|
By:
|
/s/ Norris Nissim | ||
|
Name:
|
Norris Nissim
|
||
|
Title:
|
General Counsel
|
||
| /s/ Norris Nissim | |
|
NORRIS NISSIM, as Agent for Jonathan Green
|
| /s/ Norris Nissim | |
|
NORRIS NISSIM, as Agent for Christian Leone
|
SCHEDULE B
TRANSACTIONS IN THE SECURITIES OF THE ISSUER EFFECTED BY THE REPORTING PERSONS IN THE PAST 60 DAYS
|
Class of Security
|
Amount of Securities
Purchased/(Sold) |
Price ($)
|
Date of
Transactions |
|
LUXOR CAPITAL PARTNERS, LP
|
|||
|
Common Stock
|
(165,270)
|
$0.1199
|
11/15/2022
|
|
Common Stock
|
(5,125)
|
$0.1199
|
11/16/2022
|
|
Common Stock
|
(39,460)
|
$0.1143
|
11/17/2022
|
|
Common Stock
|
(31,993)
|
$0.103
|
11/18/2022
|
|
Common Stock
|
(89,449)
|
$0.1011
|
11/18/2022
|
|
Common Stock
|
(3,758)
|
$0.0945
|
11/21/2022
|
|
LUXOR WAVEFRONT, LP
|
|||
|
Common Stock
|
(40,147)
|
$0.1199
|
11/15/2022
|
|
Common Stock
|
(1,245)
|
$0.1199
|
11/16/2022
|
|
Common Stock
|
(9,585)
|
$0.1143
|
11/17/2022
|
|
Common Stock
|
(7,772)
|
$0.103
|
11/18/2022
|
|
Common Stock
|
(21,729)
|
$0.1011
|
11/18/2022
|
|
Common Stock
|
(913)
|
$0.0945
|
11/21/2022
|
|
LUGARD ROAD CAPITAL MASTER FUND, LP
|
|||
|
Common Stock
|
(358,076)
|
$0.1199
|
11/15/2022
|
|
Common Stock
|
(11,103)
|
$0.1199
|
11/16/2022
|
|
Common Stock
|
(85,494)
|
$0.1143
|
11/17/2022
|
|
Common Stock
|
(69,315)
|
$0.103
|
11/18/2022
|
|
Common Stock
|
(193,801)
|
$0.1011
|
11/18/2022
|
|
Common Stock
|
(8,142)
|
$0.0945
|
11/21/2022
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
Common Stock
|
(116,958)
|
$0.1199
|
11/15/2022
|
|
Common Stock
|
(3,627)
|
$0.1199
|
11/16/2022
|
|
Common Stock
|
(27,925)
|
$0.1143
|
11/17/2022
|
|
Common Stock
|
(22,640)
|
$0.103
|
11/18/2022
|
|
Common Stock
|
(63,301)
|
$0.1011
|
11/18/2022
|
|
Common Stock
|
(2,660)
|
$0.0945
|
11/21/2022
|