10/27/2026 | Press release | Distributed by Public on 10/27/2026 15:21
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series D Preferred Stock | (4) | 10/23/2026 | (4) | J | 2,763.833 | (4) | (4) | Common Stock | 2,763,833 | (1)(2) | 2,763.833 | D | |||
| Series D Preferred Stock | (4) | 10/23/2026 | J(4) | 495.874 | (4) | (4) | Common Stock | 495,874 | (1)(2) | 495.874 | I | By SilverArc Private Fund I, L.P.(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GUJRATHI SHEILA 900 CHESAPEAKE DRIVE REDWOOD CITY, CA 94063 |
X | Chief Strategy Officer | ||
| /s/ Sheila Gujrathi | 10/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | Received in exchange for shares of common stock of Prana Therapies, Inc. ("Prana") pursuant to the Agreement and Plan of Merger dated October 23, 2026 (the "Merger Agreement") by and among the Issuer, Prana, Prince Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Merger Sub I"), Prince Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("Merger Sub II"). Each outstanding share of Prana common stock was converted into the right to receive 1.6413 shares of the Issuer's common stock or common-stock equivalents, consisting of Issuer's common stock and Series D Convertible Preferred Stock ("Series D Preferred") convertible at a rate of 1,000 shares of Issuer's common stock per share of Series D Preferred. No cash purchase price was paid for the Series D Preferred received as merger consideration. |
| (2) | Upon closing of the merger on October 23, 2026, Prana shares held directly by the Reporting Person converted into 72,766 shares of Issuer's common stock and 2,763.833 shares of Series D Preferred. Prana shares held by SilverArc Private Fund I, L.P. converted into 13,055 shares of Issuer's common stock and 495.874 shares of Series D Preferred. The 495.874 shares of Series D Preferred constitute merger consideration |
| (3) | The Reporting Person is Co-Portfolio Manager and has membership interest in SilverArc Private Capital I, LLC (Ultimate General Partner), SilverArc Private Capital I, LP (General Partner), and SilverArc Private Capital Management I, LP (Management Company) for SilverArc Private Fund I, L.P. The Reporting Person may not be deemed to have voting or investment power over the shares held of record by SilverArc Private Fund I, LP. The Reporting Person disclaims beneficial ownership of the Non-Derivative and Derivative securities held of record by SilverArc Private Fund I, L.P., except to the extent of any pecuniary interest therein. |
| (4) | Each share of Series D Preferred is convertible into 1,000 shares of the Issuer's common stock, subject to the conditions set forth in the Certificate of Designation, including receipt of the requisite stockholder approval. The Series D Preferred has no expiration date. |