05/07/2026 | Press release | Distributed by Public on 05/07/2026 15:31
|
FORM 3
|
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
| 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. | |||
|
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) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 54,932 | (1) | D | |
| Series C Preferred Stock | (1) | (1) | Common Stock | 28,710 | (1) | D | |
| Series D Preferred Stock | (1) | (1) | Common Stock | 110,058 | (1) | D | |
| Series E-1 Preferred Stock | (1) | (1) | Common Stock | 8,374 | (1) | D | |
| Series F Preferred Stock | (1) | (1) | Common Stock | 81,821 | (1) | D | |
| Series C Preferred Stock | (1) | (1) | Common Stock | 2,871 | (1) | I | By Bridget Kelley Curnes Trust |
| Series C Preferred Stock | (1) | (1) | Common Stock | 2,871 | (1) | I | By Evelyn Christine Curnes Trust |
| Series D Preferred Stock | (1) | (1) | Common Stock | 145,067 | (1) | I | By Exceller Hunt Microtransponder 2017, LP |
| Series E-1 Preferred Stock | (1) | (1) | Common Stock | 78,171 | (1) | I | By Exceller Hunt Microtransponder 2017, LP |
| Series E-2 Preferred Stock | (1) | (1) | Common Stock | 171,179 | (1) | I | By Exceller Hunt Microtransponder 2017, LP |
| Series F Preferred Stock | (1) | (1) | Common Stock | 82,068 | (1) | I | By Exceller Hunt Microtransponder 2017, LP |
| Warrants | (2) | 06/13/2033 | Common Stock | 6,890 | $14.653 | D | |
| Warrants | (2) | 05/24/2033 | Common Stock | 6,794 | $14.653 | D | |
| Convertible Notes | (3) | (3) | Common Stock | 175,077 | (3) | I | By Curnes Fund 2001 |
| Convertible Notes | (3) | (3) | Common Stock | 333,333 | (3) | I | By Exceller Hunt Microtransponder 2017, LP |
| Stock Option | (4) | 12/14/2027 | Common Stock | 103,359 | $3.73 | D | |
| Stock Option | (5) | 03/26/2030 | Common Stock | 38,553 | $4.11 | D | |
| Stock Option | (6) | 03/26/2030 | Common Stock | 42,708 | $4.11 | D | |
| Stock Option | (7) | 10/16/2035 | Common Stock | 34,037 | $3.94 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Curnes Nelson Bunker 2802 FLINTROCK TRACE, SUITE 226 AUSTIN, TX 78738 |
Chief Financial Officer | |||
| /s/ Chase Leavitt, Attorney-in-Fact | 05/07/2026 | |
| **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) | Each share of our Series A, Series C, Series D, Series E-1, Series E-2 and Series F Preferred Stock will convert into Common Stock immediately prior to the completion of the Issuer's initial public offering pursuant to its terms. |
| (2) | The warrants are currently exercsisable. In connection with the Issuer's initial public offering (the "Offering"), the warrants will be exercised according to the terms of the applicable warrant agreement. The warrants have a net exercise provision under which the Reporting Person may, in lieu of payment of the exercise price in cash, surrender the warrants and receive a net amount of shares based on the fair market value of the shares at the time of exercise of the warrants after deduction of the aggregate exercise price. |
| (3) | The Convertible Notes will automatically convert into Common Stock immediately prior to the closing of the Offering. The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes. |
| (4) | The stock option is fully vested and exercisable. |
| (5) | The stock option vested as to 25% of the underlying shares on March 11, 2025, and will vest thereafter in 36 substantially equal monthly installments. |
| (6) | The stock option vested as to 25% of the underlying shares on March 5, 2026, and will vest thereafter in 36 substantially equal monthly installments. |
| (7) | The stock option will vest as to 25% of the underlying shares on October 17, 2026, and will vest thereafter in 36 substantially equal monthly installments. |
|
Remarks: Exhibit 24 - Power of Attorney. |
|