08/27/2026 | Press release | Distributed by Public on 08/27/2026 15:36
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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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Gies Larry C/O MADISON INDUSTRIES HOLDINGS LLC 444 WEST LAKE STREET, SUITE 4400 CHICAGO, IL 60606 |
X | X | ||
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Madison Industries Holdings LLC 444 WEST LAKE STREET, SUITE 4400 CHICAGO, IL 60606 |
X | X | ||
| /s/ Larry Gies | 08/27/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Larry Gies, Sole Manager of Madison Industries Holdings LLC | 08/27/2026 | |
| **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) | The reported transaction represents a purchase from the Issuer pursuant to a securities purchase agreement with certain institutional accredited investors, expected to close on September 1, 2026. |
| (2) | The reported securities are held in Mr. Gies' revocable trust. Mr. Gies disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| (3) | The reported securities are held directly by Madison Solutions LLC ("Madison Solutions"). As the sole manager of Madison Solutions, Mr. Gies may be deemed to beneficially own the reported securities held directly by Madison Solutions but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
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Remarks: Madison Solutions and Madison Industries Holdings LLC may be directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
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