10/19/2026 | Press release | Distributed by Public on 10/19/2026 18:20
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | ||
|
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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | (1) | 10/16/2026 | C | 1,141,878 | (1) | (1) | Common Stock | 1,141,878 | $ 0 | 0 | I | See foonote(4) | |||
| Series B Convertible Preferred Stock | (2) | 10/16/2026 | C | 731,187 | (2) | (2) | Common Stock | 731,187 | $ 0 | 0 | I | See footnote(4) | |||
| Series B-3 Convertible Preferred Stock | (3) | 10/16/2026 | C | 122,684 | (3) | (3) | Common Stock | 122,684 | $ 0 | 0 | I | See footnote(4) | |||
| Series B-4 Convertible Preferred Stock | (5) | 10/16/2026 | C | 1,458,290 | (5) | (5) | Common Stock | 1,458,290 | $ 0 | 0 | I | See footnote(6) | |||
| Convertible Promissory Notes | (7) | 10/16/2026 | C | 742,546 | 10/16/2026 | 08/14/2028 | Common Stock | 742,546 | $ 0 | 0 | I | See footnote(8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Catalio Capital Management, LP 512 W. 22ND STREET 5TH FLOOR NEW YORK, NY 10011 |
X | |||
|
Catalio Nexus Fund III, LP 512 W. 22ND STREET 5TH FLOOR NEW YORK, NY 10011 |
X | |||
|
Catalio Access Fund VIII, LLC 512 W. 22ND STREET 5TH FLOOR NEW YORK, NY 10011 |
X | |||
|
Catalio BH SPV, LLC 512 W. 22ND STREET, 5TH FLOOR NEW YORK, NY 10011 |
X | |||
|
Petrocheilos George C 512 W. 22ND STREET 5TH FLOOR NEW YORK, NY 10011 |
X | |||
| /s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP | 10/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP, Manager of Catalio Nexus Fund III, LP | 10/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP, Manager of Catalio Access Fund VIII, LLC | 10/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP, Manager of Catalio Access Fund VIII, LLC | 10/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ George C. Petrocheilos, individually | 10/19/2026 | |
| **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) | Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| (2) | Each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| (3) | Each share of Series B-3 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| (4) | The shares are held of record by Catalio Nexus Fund III, LP, or Catalio Nexus. Catalio Capital Management, LP, or Catalio Capital Mgmt, a registered investment adviser, is the investment manager for Catalio Nexus. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio Nexus. Catalio Capital Mgmt, Mr. Vogelstein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein, if any. |
| (5) | Each share of Series B-4 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| (6) | The shares are held of record by Catalio Access Fund VIII, LLC, or Catalio Access. Catalio Capital Mgmt provides investment management services for Catalio Access. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio Access. Catalio Capital Mgmt, Mr. Voglestein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein, if any. |
| (7) | The conversion price was equal to 85% of the Issuer's initial public offering price of $16.00 per share (reflecting a 15% discount). |
| (8) | The shares are held of record by Catalio BH SPV, LLC, or Catalio SPV. Catalio Capital Mgmt is the investment manager for Catalio SPV. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio SPV. Catalio Capital Mgmt, Mr. Vogelstein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein, if any. |
|
Remarks: The Reporting Persons' beneficial ownership has fallen below ten percent. As a result, the Reporting Persons are no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5. |
|