10/08/2026 | Press release | Distributed by Public on 10/08/2026 19:49
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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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Newton Tyler 261 FIFTH AVENUE, SUITE 1102 NEW YORK, NY 10016 |
X | |||
| /s/ Tyler Waltman, as Attorney-in-Fact | 10/08/2026 | |
| **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) | Represents 32,502 restricted stock units (the "RSUs") granted to the Reporting Person as a director of the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. The RSUs will vest in full on the earlier of (i) June 10, 2027 and (ii) the date of the first annual meeting of the Issuer's stockholders following June 10, 2026. Such grant is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in reliance on Rule 16b-3(d). |
| (2) | On June 12, 2026, the Reporting Person filed a Form 4 which inadvertently reported an incorrect number of shares and RSUs held by the Reporting Person and the CIQP Fund as a result of an administrative error. This amendment corrects the holdings of the Reporting Person and the CIQP Fund. |
| (3) | The Reporting Person is the trustee of the Tyler Newton Revocable Trust (the "Tyler Trust"). The Tyler Trust is a living trust of which the Reporting Person, his wife and members of his immediate family are the beneficiaries. The Reporting Person disclaims beneficial ownership of the securities held by the Tyler Trust except to the extent of his pecuniary interest in such securities. |
| (4) | The Reporting Person's wife is the trustee of the Mia Newton Revocable Trust (the "Mia Trust"). The Mia Trust is a living trust of which the Reporting Person, his wife and members of his immediate family are the beneficiaries. The Reporting Person disclaims beneficial ownership of the securities held by the Mia Trust except to the extent of his pecuniary interest in such securities. |
| (5) | Held by the CIQP Fund. |
| (6) | The Reporting Person's interest in the Issuer's securities is limited to the extent of the Reporting Person's pecuniary interest in such securities, if any, and neither the filing of this statement nor any of its contents will be deemed to constitute an admission by any Reporting Person, the CI Entities, or any other person/entity that he or it was, or is, the beneficial owner of any of the Issuer's securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| (7) | The Reporting Person is a direct and/or indirect investor in Catalyst Investors IV, L.P. (the "CIIV Fund") and Catalyst Investors QP IV, L.P. (the "CIQP Fund," and, together with the CIIV Fund, the "CI Funds"). Catalyst Investors Partners IV, L.P. (the "CIPIV GP") serves as the general partner of each of the CI Funds. Catalyst Investors Partners IV, L.L.C. (the "CI LLC GP", and together with the CIPIV GP, the CIIV Fund, and the CIQP Fund, the "CI Entities") is the general partner of CIPIV GP. |