09/08/2026 | Press release | Distributed by Public on 09/08/2026 17:27
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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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Ngo Michael C 2615 ST. ROSE PARKWAY HENDERSON, NV 89052 |
Chief Innovation Officer | |||
| /s/ Michael Ngo | 09/08/2026 | |
| **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 shares of restricted stock issued as consideration in accordance with that certain Asset Purchase Agreement (the "Purchase Agreement"), dated March 19, 2025, by and among the Issuer, Gamma Innovation LLC, a Pennsylvania limited liability company ("Gamma"), Beta Software and Technologies LLC, a Delaware limited liability company, and the reporting person, pursuant to which the Issuer acquired substantially all of the assets of Gamma. The restricted stock vests as to 1/5 of the shares on each of March 31, 2025 and each anniversary of such date thereafter. |
| (2) | The reporting person is the sole owner of Gamma Innovation LLC. |
| (3) | Represents shares of restricted stock that will vest as to 1/5 of the shares on each of March 31, 2026 and each anniversary of such date thereafter, subject to the reporting person's continued service to the issuer through and on the applicable vesting date. |
| (4) | Represents shares of common stock withheld by the issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock. |