10/05/2026 | Press release | Distributed by Public on 10/05/2026 10:52
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (2) | (2) | Common Stock | 71,250,000 | (6) | I | By affiliate entities(1) |
| Series B Preferred Stock | (3) | (3) | Common Stock | 10,000,000 | (6) | I | By Forfront Capital, LLC(1)(3) |
| Warrants | (4) | (4) | Common Stock | 8,147,368 | (4) | I | By affiliate entities(1) |
| Pre-Funded Warrants | (5) | (5) | Common Stock | 4,591,000 | $0.0001 | I | By affiliate entities(1) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Steward Glen Anthony Whitefoord 4300 NORTH UNIVERSITY DRIVE SUITE D105 LAUDERHILL, FL 33351 |
X | X | ||
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Adam Muhammad Bilal PORT CHAMBLY, TERRE ROUGE PORT LOUIS 21733 |
X | |||
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Forfront Capital, LLC 4300 N. UNIVERSITY DRIVE SUITE D-105 LAUDERHILL, FL 33351 |
X | |||
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Stewards Investment Capital Ltd NEXTERACOM TOWER 3 EBENE EBENE 72201 |
X | |||
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Stewards (International) Ltd NEXTERACOM TOWER 3 EBENE EBENE 72201 |
X | |||
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Stewards Global Holdings Ltd NEXTERACOM TOWER 3 EBENE EBENE 72201 |
X | |||
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Tsang Mang kin Nathaniel William Shiong-Hoy Mr LOT 645, DUPLEX 7 AVENUE HELVETIA MOKA 80840 |
X | |||
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Stewards International Funds PCC NEXTERACOM TOWER 3 EBENE EBENE 72201 |
X | |||
| /s/ Glen Anthony Whitefoord Steward | 10/05/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Muhammad Bilal Adam | 10/05/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Glen Anthony Whitefoord Steward, Managing Member,Forfront Capital, LLC | 10/05/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Glen Anthony Whitefoord Steward, Managing Member, Stewards Investment Capital Ltd | 10/05/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Glen Anthony Whitefoord Steward, Managing Member, Stewards (International) Ltd | 10/05/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Glen Anthony Whitefoord Steward, Managing Member, Stewards Global Holdings Ltd | 10/05/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Nathaniel William Shiong-Hoy Mr Tsang Mang kin | 10/05/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Glen Anthony Whitefoord Steward, Managing Member, Stewards International Funds PCC | 10/05/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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 securities reported herein are held of record by Forfront Capital, LLC, Stewards Investment Capital Limited ("SIC"), and Stewards International Funds PCC, acting for the Stewards Private Credit Fund. As disclosed in the issuer's Form S-1/A, Glen Steward, Bilal Adam, and Nathaniel Tsang Mang Kin share voting and dispositive power over these securities and may be deemed to beneficially own them. Each disclaims beneficial ownership except to the extent of his pecuniary interest. This report is not an admission of beneficial ownership for Section 16 or any other purpose. Amounts exclude 630,000 common shares held of record by SIC as nominee for Wael Barsoum (part of SIC's 3,442,500 record position). Those shares and related warrants and pre-funded warrants under the same mandate are reported on Mr. Barsoum's separate Form 3. The reporting persons disclaim beneficial ownership of the Barsoum securities. |
| (2) | Represents 71,250,000 shares of Series A Preferred Stock reported on Table II as a convertible security. Under the Certificate of Designation, as amended, each share is convertible into common stock no sooner than twenty-four (24) months after the Initial Issuance Date (June 5, 2023), at Conversion Amount ($0.25) / Conversion Price ($0.25), or one-for-one. That twenty-four-month period ended June 5, 2025. There is no remaining beneficial-ownership or other conversion cap. These shares are not outstanding common stock and are not reported on Table I. |
| (3) | Represents 10,000,000 shares of Series B Preferred Stock held of record by Forfront Capital, LLC reported on Table II as a convertible security. Optional conversion into common stock is one-for-one after five years from issuance (August 25, 2025). Each share has 50 votes. Forfront Capital, LLC is party to a Voting Agreement dated August 25, 2025 under which it votes the Series B Preferred Stock at the direction of a majority of the issuer's founders (Glen Steward, Vincent Napolitano, and Shaun Quin), and the issuer's President holds an irrevocable proxy to vote those shares. Forfront Capital, LLC has a pecuniary interest in the Series B Preferred Stock. These shares are not outstanding common stock and are not reported on Table I. |
| (4) | Represents warrants exercisable for 8,147,368 shares of common stock. The exercise price and the conditions to exercisability and expiration are as set forth in the applicable warrant agreements. Excludes warrants exercisable for 630,000 shares held of record by SIC as nominee for Wael Barsoum. |
| (5) | Represents pre-funded warrants exercisable for 4,591,000 shares of common stock at an exercise price of $0.0001 per share. Vesting, exercisability and expiration are as set forth in the applicable warrant agreements. Excludes pre-funded warrants exercisable for 9,000 shares held of record by SIC as nominee for Wael Barsoum. |
| (6) | Each share of Series A Preferred Stock and Series B Preferred Stock is convertible into one share of Common Stock. Each pre-funded warrant is exercisable for one share of Common Stock at $0.0001 per share. Each common warrant is exercisable for one share of Common Stock at the exercise price set forth in the applicable warrant agreement. |