10/23/2026 | Press release | Distributed by Public on 10/23/2026 09:46
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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 | ||||||||
| Series B Convertible Preferred Stock | (7) | 12/08/2025 | A(8) | 750 | (7) | (7) | Common Stock | 0 (7) | $ 0 | 750 | D | ||||
| Convertible Promissory Note | (9) | 04/10/2026 | P | $27,500 | (9) | 10/10/2026(8) | Common Stock | 0 (9) | $27,500 | $27,500 | I | By SportsAlert Media, LLC(8) | |||
| Convertible Promissory Note | (9) | 05/19/2026 | P | $5,000 | (9) | 11/19/2026 | Common Stock | 0 (9) | $5,000 | $5,000 | I | By SportsAlert Media, LLC(8) | |||
| Series C Convertible Preferred Stock | (8) | (8) | (8) | Common Stock | 0 (8) | 1,250 | I | By Mammoth Crest Capital, LLC(7) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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HILL MICHAEL 701 ANACAPA STREET, SUITE C SANTA BARBARA, CA 93101 |
X | X | Chief Executive Officer | |
| /s/ Michael Hill | 10/23/2026 | |
| **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). |
| (7) | Convertible at the holder's option at any time into Common Stock at the lesser of (i) 80% of the per-share price paid in a Qualified Transaction (a priced equity financing of at least $1,000,000 with unaffiliated investors) and (ii) a valuation-cap price equal to $6,480,082 divided by the Issuer's fully diluted shares immediately prior to the Qualified Transaction, subject to price-based anti-dilution adjustment. Principal and 10% accrued interest are convertible. Because both prices are set by reference to a Qualified Transaction, which has not occurred, the conversion price and the number of underlying shares are not currently determinable. |
| (8) | The April 10, 2026 Promissory Note matured on October 10, 2026 and remains outstanding. |
| (9) | Each share of Series C Convertible Preferred Stock is convertible at the holder's option, at any time, into 0.01% of the Issuer's Common Stock on a fully diluted basis at the time of conversion, so the 1,250 shares held by MCC convert into 12.5% of the fully diluted Common Stock. The conversion price and the number of underlying shares vary with the Issuer's capitalization and share price. The Series C Preferred Stock has no expiration date. These shares were reported in Table I of the Form 3 filed October 24, 2025 and are reported in Table II here to reflect their convertible nature. |
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Remarks: This Form 4 is filed late. It reports transactions on December 8, 2025, April 10, 2026, May 19, 2026 and May 27, 2026 that were required to be reported within two business days of each transaction. All share amounts reflect the Issuer's 1-for-250 reverse stock split effective June 12, 2026 (exempt under Rule 16a-9). |
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