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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Topline Capital Management, LLC 544 EUCLID STREET SANTA MONICA, CA 90402 |
See Explanation in Footnotes | |||
| McBirney Collin 544 EUCLID STREET SANTA MONICA, CA 90402 |
See Explanation in Footnotes | |||
| Topline Capital Management, LLC, By: Collin McBirney, its Managing Member | 10/01/2024 | |
| **Signature of Reporting Person | Date | |
| Collin McBirney | 10/01/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reporting persons are (i) Topline Capital Management, LLC, an SEC registered adviser ("TCM"), and (ii) Collin McBirney, TCM's managing member. |
| (2) | Each reporting person may be deemed to beneficially own more than 10% of the issuer's outstanding shares of common stock. Each reporting person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. |
| (3) | The 5,958,751 shares of common stock reported in Table I on this Form 3 are beneficially owned by Topline Capital Partners, LP, a Delaware limited partnership (the "Fund"). As a greater than 10% beneficial owner, the Fund is separately reporting its holdings in the issuer's securities on a Form 3 filed concurrently herewith. Each of TCM, as the investment manager and general partner of the Fund, and Mr. McBirney, as managing member of TCM, may be deemed to be the beneficial owner of the shares of common stock beneficially owned by the Fund. |