11/06/2025 | Press release | Distributed by Public on 11/06/2025 18:03
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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 | ||||||||
| Warrants to purchase common stock | $3 | 11/04/2025 | J(1) | 16,700 | 11/05/2025 | 11/04/2028 | Common Stock | 16,700 | $ 0 | 16,700 | I | By KC Global Media Asia LLC(2)(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kaplan Andrew Jay 3900 PASEO DEL SOL SANTA FE, NM 87507 |
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| /s/ Andrew Jay Kaplan | 11/06/2025 | |
| **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) | The Issuer and KC Global Media Asia, LLC ("KCGM") entered into a Securities Purchase Agreement on November 4, 2025 pursuant to which KCGM purchased from Issuer in a private transaction 33,400 shares of common stock and warrants to purchase 16,700 shares of common stock for a purchase price of $100,200. |
| (2) | Mr. Kaplan disclaims beneficial ownership of all securities held by KCGM and the Kaplan Wright Family Trust (the "Trust") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (3) | The securities are held by KCGM. Mr. Kaplan serves as Chairman of KCGM and is deemed to beneficially own the securities held by KCGM. |
| (4) | The shares are held by the Trust. Mr. Kaplan is the trustee of the Trust. As such, Mr. Kaplan is deemed to beneficially own the securities held by the Trust. |