11/05/2025 | Press release | Distributed by Public on 11/05/2025 14:59
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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 | ||||||||
| Convertible Note 1,(2) | $6.35 | 03/22/2024 | 03/22/2024 | J | 1 | 01/31/2026 | 01/31/2026 | Common Stock | 73,906 | $305,043.59 | 2 | D | |||
| Convertible Note 2(3) | $6.35 | 02/10/2025 | 02/10/2025 | J | 1 | 01/31/2026 | 01/31/2026 | Common Stock | 3,225 | $13,310 | 3 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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VORWERK JUSTIN J 500 WEST PUTNAM AVE SUITE 400 GREENWICH, CT 06830 |
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| /s/ Justin Vorwerk | 11/05/2025 | |
| **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) | Represents shares of common stock issued in consideration for the extension of the maturity date of convertible notes, pursuant to the terms of the note extension agreement |
| (2) | Convertible note issued on 3/22/2024 in the amount of $138,084, with current principal of $305,043.59 after MFN adjustment on 10/23/2024 and subsequent maturity extensions on 4/1/2025, 7/31/2025 and 10/31/2025 Pari-Passu with other noteholders. Convertible at a 35% discount to the uplist price if the company uplists to a senior exchange. Price expected to be $6.35 per share. |
| (3) | Convertible note originally issued on 2/10/2025 in the amount of $10,000, with current principal of $13,310 after subsequent maturity extensions on 4/1/2025, 7/31/2025 and 10/31/2025 Pari-Passu with other noteholders and convertible at a 35% discount to the uplist price if the company uplists to a senior exchange. Price expected to be $6.35 per share. |