12/12/2025 | Press release | Distributed by Public on 12/12/2025 19:31
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Nguyen Giang 1295 WEST WASHINGTON STREET, SUITE 115 TEMPE, AZ 85288 |
Chief Operating Officer | |||
| /s/ Rishi Kotiya, Attorney-in-fact | 12/12/2025 | |
| **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 an award of 500,000 restricted stock units ("RSUs") that is eligible to vest in installments over a period of five years, with 20% vesting April 15, 2026 and the remainder vesting in substantially equal quarterly installments thereafter, subject to Reporting Person's continues employment through the applicable vesting date. |
| (2) | Represents an award of 3,600,000 RSUs that is eligible to vest in installments over a period of five years, with 20% vesting on April 15, 2026, the remainder vesting in substantially equal quarterly installments thereafter, subject to the Reporting Person's continued employment through each vesting date and the achievement of an average closing stock price that equals or exceeds $6.24 over a 30 trading day period preceding the applicable vesting date or any of the four quarterly vesting dates immediately following the applicable vesting date. |
| (3) | Represents an award of 4,100,000 RSUs that is eligible to vest in seven equal tranches over a period of five years, with each tranche subject to a performance based vesting condition that requires achievement of an average closing stock price hurdle (equal to $9, $13, $17, $21, $25, $29 and $33), as measured over a 30 trading day period that commences on April 15, 2026 and ends on October 15, 2030, as well as satisfying applicable time based vesting conditions. |